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 Depositary or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for the Depositary. Members of, or participants in, the Depositary, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Exhibit B, as applicable. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.11‎Section 2.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuers that it is unwilling or unable to continue act as Depositary Depository for such any Global Note or (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 each case, no the Issuers so notify the Trustee in writing and a successor Depositary shall have been Depository is not appointed by the Issuers within 90 days of such notification or notice, (ii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of the Company becoming aware Notes in the form of such event; Physical Notes under this Indenture (provided that the Temporary Regulation S Global Note may not be exchanged pursuant to this clause ‎(b) prior to the expiration of the Distribution Compliance Period and the receipt of the certificate specified in ‎Section 2.16(c)(i)), or (Biii) there shall have occurred and be continuing an a Default or Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this ‎Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such Person or Persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b‎(b) aboveof this ‎Section 2.15, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferredtransferred or exchanged, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b‎(b) aboveof this ‎Section 2.15, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuers shall execute, execute and (ii) the Trustee shall upon written instructions from the Issuers authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph ‎(b) or ‎(c) of this ‎Section 2.15 shall, except as otherwise provided by ‎Section 2.16, bear the Private Placement Legend. (f) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary or the a nominee of such Depositary and Depositary, (ii) be delivered to the Trustee Note Custodian for such Depositary and (iii) bear such legends as custodian for the Depositarymay be required by Appendix A hereto. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, Depositary or the Trustee as its custodianNote Custodian, or under the Global NoteNotes, and the Depositary may be treated by the Company, 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 or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of Depositary’s customary practices procedures governing the exercise of the rights of a Holder or beneficial owner of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchangedexchanged for Certificated Notes only as follows and subject, if applicable, to the further requirements set forth in whole or in partthis Indenture, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11including Appendix A hereto. In addition, Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A1) such the Depositary has notified notifies the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary depositary for such the Global Note Notes or (ii) has ceased ceases to be a clearing agency registered under the Exchange Act when (if such registration is required by applicable law) and the Company does not appoint a successor Depositary for the Notes within 90 days after the Company receives such notification or becomes aware that the Depositary is required has ceased to be so registered registered, as the case may be, (2) the Company, at its option and subject to act as such Depositary andthe Depositary’s procedures, notifies the Trustee in either such case, no successor Depositary shall have been appointed within 90 days of such notification or of writing that the Company becoming aware elects to cause the issuance of such event; Certificated Notes or (B3) there shall have occurred and be continuing an Event of Default with respect Default. The Trustee and the Registrar shall have no obligation to such effect an exchange of Global Notes for Certificated Notes pursuant to clause (3) of the immediately preceding sentence until receipt of a written request from the Company. In all cases, Certificated Notes delivered in exchange for any Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes or beneficial interests therein will be issued. Investors may hold their interests registered in the Global Notes directly through Euroclear names, and issued in any authorized denominations, requested by or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. the Depositary (cin accordance with its customary procedures) In connection with and, if applicable, will bear the applicable restrictive legends referred to in Appendix A hereto unless the Company determines otherwise or such legend shall have been removed as provided in Appendix A hereto, and in any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) aboveevent subject, the Note 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 applicable, to the Principal Amount of the beneficial interest requirements set forth 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 amountAppendix A hereto. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Exhibit B, as applicable. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (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 andDepository for any Global Note, the Issuer so notifies the Trustee in either such case, no writing and a successor Depositary shall have been Depository is not appointed by the Issuer within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an a Default or Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuer shall execute, (ii) the Subsidiary Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend. (f) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary Depository or the nominee of such Depositary and the Depository, (ii) be delivered to the Trustee as custodian for the DepositaryDepository and (iii) bear legends as set forth in Exhibit B, as applicable. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or and their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) (a) the Depository notifies the Co-Issuers that it is unwilling or unable to continue act as Depositary Depository for such any Global Note or (iib) has ceased to be a clearing agency registered under the Exchange Act when Act, and the Depositary Co-Issuers so notify the Trustee in writing and a successor Depository is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been not appointed by the Co-Issuers within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such has occurred and is continuing and the Registrar has received a request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(b), the Trustee shall register such Physical Note in the name of, and shall cause the Outstanding same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveSection 2.15(b), the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Co-Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveSection 2.15(b), the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Co-Issuers shall execute, (ii) the Guarantors shall execute notations of Note Guarantees on and (iii) the Trustee shall upon written instructions from the Co-Issuers authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend. (f) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary for such Global Note or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for such Depositary. Neither the DepositaryCompany nor any 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 Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any HolderNote. 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 that a Holder is entitled to take under this Indenture or the Notes. (b) Transfers of the a Global Notes Note shall be limited to transfers of such Global Note in whole, but but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged, in whole or in part, 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 2.11. In addition313(3), Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Notes Note, if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Note or (ii) has ceased the Depositary ceases to be a clearing agency “Clearing Agency” registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, and in either such case, no case a successor Depositary shall have been depositary is not appointed by the Company within 90 days days, (ii) the Company, at its option, notifies the Trustee in writing that it is electing to cause the issuance of such notification or of the Company becoming aware of such event; Physical Notes under this Indenture or (Biii) there shall have occurred and be continuing an Event of Default with respect to such Global Note has occurred and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 is continuing and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through has received a written request from the Depositary on behalf of their Agent Membersto issue Physical Notes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the any Global Note to beneficial owners for Physical Notes pursuant to paragraph (b) aboveSection 312(b), the Note Registrar shall (if one or more Physical Notes are to be issued) reflect record on its books and records the date and a decrease in the Principal Amount principal amount of the such Global Note in an amount equal to the Principal Amount of the beneficial interest in the Global Note to be being transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountprincipal amount of authorized denominations. (d) In connection with the a transfer of the an entire Global Note to beneficial owners pursuant to paragraph (b) aboveSection 312(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 principal amount at maturity of U.S. Physical Notes (in the case of any U.S. Global Note), Offshore Physical Notes (in the case of any Offshore Global Note) or other Physical Notes (in the case of any other Global Note), as the case may be, of authorized denominations and the same tenordenominations. (e) The Holder 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 of the Depositary therefor. 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 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 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) The Company, any other obligor upon the Notes or the Trustee, in the discretion of any of them, 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 treat as the Act of a Holder any instrument or writing of any Person that is entitled to take under this Indenture 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 the Noteswriting is proved in accordance with Section 108(b).

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 Depositary Depository or the nominee of such Depositary and 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 the DepositaryPrivate Placement Legend. Members of, or direct or indirect participants in, the Depositary, Euroclear or Clearstream Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depository or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Holder. (b) Transfers Note. None of the Global Notes Issuer, the Trustee, the Paying Agent nor the Registrar shall be limited to transfers in whole, but not in part, to the Depositary, its successors have any responsibility or their respective nominees. Interests of beneficial owners in a Global Note may be transferred liability for any acts or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures omissions of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default Depository with respect to such Global Note and Note, for the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and records of the Trustee requests that Physical Notes be issued. Investors may hold their interests Depository, including records in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion respect of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 any such Global Note, an equal aggregate Principal Amount for any transactions between the Depository and any Agent Member or between or among the Depository, any such Agent Member and/or any Holder or beneficial owner of Physical Notes such Global Note, or for any transfers of authorized denominations and the same tenorbeneficial interests in any such Global Note. (e) The Holder of the Global Notes 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.

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 Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositary. such Depositary and (iii) bear legends as set forth in Section 2.02. (a) Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any HolderNote. (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note Notes may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.08. 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 Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that Offshore Global Notes, as the Depositary case may be, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such the U.S. Global Note Notes or (ii) has ceased to be the Offshore Global Notes, as the case may be, and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Company within 90 days of such notification or of the Company becoming aware of such event; or notice, (Bii) there shall have occurred and be continuing an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due Registrar has received a written request from the Depositary or (iii) in accordance with the rules and payable pursuant to Section 6.02 procedures of the Depositary and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf provisions of their Agent MembersSection 2.08. (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 or exchange of a portion of the beneficial interest interests in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.07, the Note 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 principal amount of the Global Note in an amount equal to the Principal Amount 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. (de) In connection with the transfer of the entire U.S. Global Note Notes or the Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph (b) aboveof this Section 2.07, the U.S. Global Note Notes or Offshore Global Notes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global NoteNotes or Offshore Global Notes, as the case may be, an equal aggregate Principal Amount principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations and the same tenordenominations. (f) Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Notes pursuant to paragraph (b), (d) or (e) The Holder 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 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 registered holder of a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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.

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 Depositary Depository or the nominee of such Depositary and 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 the DepositaryPrivate Placement Legend. Members of, or direct or indirect participants in, the Depositary, Euroclear or Clearstream Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depository or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Holder. (b) Transfers Note. None of the Global Notes Issuer, the Trustee, the Paying Agent nor the Registrar shall be limited to transfers in whole, but not in part, to the Depositary, its successors have any responsibility or their respective nominees. Interests of beneficial owners in a Global Note may be transferred liability for any acts or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures omissions of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default Depository with respect to such Global Note and Note, for the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and records of the Trustee requests that Physical Notes be issued. Investors may hold their interests Depository, including records in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion respect of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 any such Global Note, an equal aggregate Principal Amount for any transactions between the Depository and any Agent Member or between or among the Depository, any such Agent Member and/or any Holder or beneficial owner of Physical Notes such Global Note, or for any transfers of authorized denominations and beneficial interests in any such Global Note. Neither the same tenorTrustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depository. (e) The Holder of the Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.2. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary (or its nominee) or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any HolderNote. (b) Transfers The registered holder of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes 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 exchanged for Physical Notes, whether in whole or in part, unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes and the Company thereupon fails to appoint a successor depositary within 90 days or (y) has ceased to be a clearing agency registered under the Exchange Act, (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 exists and the Trustee requests the issuance of Physical Notes. In any such case, the Company will notify the Trustee in writing that, upon surrender by the beneficial owners of their interests in such Global Notes, Physical Notes will be issued to each Person that such direct and indirect participants in the Depositary identify as being the beneficial owner of the related Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositary. such Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder or beneficial owner of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, only as follows: Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Depository notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for such any Global Note or (ii) has ceased and a successor Depository is not appointed by the Company, with a copy to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary andTrustee, in either such case, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that issue Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Common Depositary or the nominee of such Depositary and Common Depositary, (ii) be delivered to the Trustee as custodian for Common Depositary and (iii) if applicable, bear the Depositary. legend set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Common Depositary or under the such Global Note, and the 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 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 Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Common Depositary and the provisions of this Section 2.113.14. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) notifies the Issuers that it is unwilling or unable to continue act as Depositary for such any Global Note or (ii) has ceased to be Note, the Issuers so notify the Trustee in writing and a clearing agency registered under the Exchange Act when the successor Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been not appointed by the Issuers within 90 days of such notification notice, (ii) the Common Depositary notifies the Issuers that it is unwilling or of unable to act as Common Depositary for any Global Note, the Company becoming aware Issuers so notify the Trustee in writing and a successor Common Depositary is not appointed by the Issuers within 90 days of such event; notice or (Biii) there shall have occurred and be continuing an a Default or Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 3.14(b) the Registrar is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 3.14, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the such Global Note to be transferred, and the Company Issuers shall execute, and the Trustee or Authenticating Agent shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in such Global Note so transferred. (d) In connection with the transfer of the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 3.14, the such Global Note shall be deemed to be surrendered to the Trustee Paying Agent for cancellation, and (i) the Company Issuers shall execute, (ii) the Guarantors shall execute notations of Guarantees on and (iii) the Trustee or Authenticating Agent shall upon written instructions from the Issuers authenticate and deliver, to each beneficial owner identified by the Common Depositary in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositary. such Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes (including the exchange thereof for Exchange Notes pursuant to the exchange offer contemplated by Section 2.2) shall be limited to transfers transfer in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.15. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuers that it is unwilling or unable to continue as Depositary Depository for such any Global Note or (ii) has ceased to be and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Company within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that issue Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent MembersNotes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the any Global Note to beneficial owners pursuant to paragraph (b) above), the Note 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 principal amount of the Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall shall, upon receipt of a written order from the Issuers, authenticate and deliver, make available for delivery one or more Physical Notes of like tenor and amount. In the event that the Physical Notes are not issued to each such beneficial owner promptly after the Registrar has received a request from DTC to issued such Physical Notes, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 or 6.7 hereof, the right of any beneficial holder of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial holder's Notes as if such Physical Notes had been issued. (d) In connection with the transfer of the entire Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.15, bear the Private Placement Legend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A. (f) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture Indenture, the Notes or the NotesGuarantees.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositary. such Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder or beneficial owner of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, only as follows: Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Depository notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for such the Global Note or (ii) has ceased Notes and a successor Depository is not appointed by the Company, with a copy to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary andTrustee, in either such case, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that issue Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02, as applicable. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the any Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.08. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (i) (A) such the Depositary has notified notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary for such the Global Note Notes, or (iiB) the Depositary 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 Act, and, in either such each case, no a successor Depositary shall have been is not appointed by the Company within 90 days of such notification or notice, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Company becoming aware of such event; or Physical Notes, (Biii) there shall have occurred and be continuing if an Event of Default has occurred and is continuing and the Registrar has received a request therefor from the Depositary or the Company or (iv) upon prior written notice given to the Trustee by or on behalf of the Depositary in accordance with respect the provisions of this Indenture. (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 Outstanding Notes shall have become due other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and payable pursuant other procedures applicable to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their beneficial interests in the such other Global Notes directly through Euroclear or Clearstream, if they are Agent Members in Note for as long as it remains such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersan interest. (cd) In connection with any transfer or exchange of a portion of the beneficial interest interests in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.07, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount 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 amountauthorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (de) In connection with the transfer of the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 2.07, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company shall execute, execute and (ii) the Trustee shall shall, upon written instructions from the Company, authenticate and deliver, deliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (f) Any Physical Note delivered in exchange for an interest in a Global Note pursuant to paragraph (b), (d) or (e) of this Section shall, except as otherwise provided by Section 2.08, bear the legend regarding transfer restrictions applicable to such Note set forth in Section 2.02. (g) The registered Holder of the a Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) to the Depositaryextent relevant thereto, bear legends as set forth in Section 2.03. 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 Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Holder. (b) Transfers Note. The registered Holder of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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. (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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) if applicable, bear the Depositary. legend set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the such Global Note, and the 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 Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of this Section 2.113.14. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Company (or the Company becomes aware) that the Depositary notifies the Issuers that it (iA) is unwilling or unable to continue act as Depositary for such any Global Note or (iiB) has ceased to be a registered 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, no the Issuers so notify the Trustee in writing and a successor Depositary shall have been is not appointed by the Issuers within 90 days of such notification notice, (ii) a Default or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes or (iii) the Issuers, at their option, elect to terminate the book-entry system through the Depositary. Upon any issuance of a Physical Note in accordance with this Section 3.14(b) the Trustee is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 3.14, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the such Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in such Global Note so transferred. (d) In connection with the transfer of the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 3.14, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuers shall execute, (ii) the Guarantors shall execute notations of Guarantees on and (iii) the Trustee shall upon written instructions from the Issuers authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Exhibit B as applicable. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.15. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (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 andDepository for any Global Note, the Issuers so notify the Trustee in either such case, no writing and a successor Depositary shall have been Depository is not appointed by the Issuers within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.14(b) the Trustee is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.14, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 2.14, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuers shall execute, (ii) the Guarantors shall execute notations of Guarantees on and (iii) the Trustee shall upon written instructions from the Issuers authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.14 shall, except as otherwise provided by Section 2.15, bear the Private Placement Legend. (f) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Section 2.17 hereof. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depository or under the Global NoteNotes, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of any a Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Certificated Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16 hereof. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository (x) notifies the Issuer that it is unwilling no longer willing or unable able to continue act as Depositary Depository for such any Global Note or (iiy) has ceased to be a clearing agency company registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such each case, no a qualified successor Depositary shall have been depositary is not appointed by the Issuer within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and Issuer, at its option, notifies the Trustee requests in writing that Physical it elects to cause the issuance of Certified Notes, then, upon surrender by the relevant Holder of its Global Note, Certified Notes will be issued. Investors may hold their interests in issued to each such Holder identified as being the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersbeneficial owner. (c) In connection with any the transfer or exchange of a portion of the beneficial interest in the Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall shall, upon receipt of an authentication order from the Issuer in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of authorized denominations and the same tenordenominations. (ed) The Holder of the any Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depositary or the a nominee of such the Depositary and (ii) be delivered to the Custodian on behalf of the Depositary or retained by the Trustee as custodian of DTC. Each Global Note initially shall (i) be registered in the name of a nominee for the Depositary, (ii) be delivered to the Custodian on behalf of the Depositary or retained by the Trustee as custodian of DTC. Agent Members of, or participants in, the Depositary, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodianCustodian, or under the Global NoteNotes, and the Depositary may be treated by the Company, 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 whatsoeverwhatsoever (including for purposes of receiving notices and payments). Notwithstanding the foregoing, nothing herein shall prevent the Company, 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderGlobal Note. None of the Company, the Trustee, the paying agent and the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of the beneficial owners of any such Global Note, for any transactions between the Depositary and any agent member or between or among the Depositary, any such agent member and/or any Holder or beneficial owner of such Global Note, or for any transfers of beneficial interests in any such Global Note. (b) Transfers Except as provided in Section 2.08, transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred transferred, and transfers increasing or exchanged, in whole or in part, for Physical decreasing the aggregate principal amount of Global Notes may be conducted only in accordance with the rules and procedures of the Depositary and and, to the extent relevant, the provisions of Section 2.112.08. In addition, Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such any Global Note or (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, circumstances set forth in either such case, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members2.04(d). (c) In connection with any transfer or exchange of a portion of the Any beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 Notes that is transferred to a Person who takes delivery in the form of an amount equal to the Principal Amount of the beneficial interest in the other Global Note will, upon transfer, cease to be transferredan 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 the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountother procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) In connection with the transfer of the an entire Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the 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 such Global Note, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of authorized denominations and the same tenordenominations. (e) The Holder registered holder of the a Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary Depository and (ii) be delivered to the Trustee bear legends as custodian for the Depositary. set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depository or under the Global Note, and the Depositary Depository 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of any a Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Certificated Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.15. In addition, Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository (x) notifies the Issuers that it is unwilling or unable to continue as Depositary Depository for such any Global Note or (iiy) has ceased to be a clearing agency company registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such each case, no a successor Depositary shall have been depositary is not appointed by the Issuers within 90 days of such notification or notice, (ii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of the Company becoming aware of such event; Certificated Notes, or (Biii) there shall have occurred and be continuing a Default or an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersissue Certificated Notes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the any Global Note to beneficial owners pursuant to paragraph (b) above), the Note Registrar shall (if one or more Physical Certificated Notes are to be issued) reflect on its books and records the date and a decrease in the Principal Amount principal amount of the Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall upon receipt of a written order from the Issuers authenticate and delivermake available for delivery, one or more Physical Certificated Notes of like tenor and amount. (d) In connection with the transfer of the entire Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall execute, and the Trustee shall shall, upon receipt of an authentication order from the Issuers in the form of an Officers' Certificate, authenticate and deliver, to each beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of authorized denominations and the same tenordenominations. (e) Any Certificated Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b), (c) or (d) shall, except as otherwise provided by Section 2.15, bear the Private Placement Legend. (f) The Holder of the any Global Notes 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.

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 Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“the "Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the 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 Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.08. 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 Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary Offshore Global Notes, respectively, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such the U.S. Global Note Notes or (ii) has ceased to be the Offshore Global Notes, as the case may be, and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Company within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect has occurred and is continuing and the Registrar has received a request to the foregoing effect from the Depositary. (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 Outstanding Notes shall have become due other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and payable pursuant other procedures applicable to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their beneficial interests in the such other Global Notes directly through Euroclear or Clearstream, if they are Agent Members in Note for as long as it remains such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersan interest. (cd) In connection with any transfer or exchange of a portion of the beneficial interest interests in the a U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the Note 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 principal amount of the U.S. Global Note Notes or Offshore Global Notes in an amount equal to the Principal Amount principal amount of the beneficial interest in the such Global Note Notes 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. (de) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate Principal Amount principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations and the same tenordenominations. (f) Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Note pursuant to paragraph (b), (d) or (e) of this Section shall, except as otherwise provided by paragraph (e) of Section 2.08, bear the legend 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 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 the a Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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. (i) Beneficial owners of interests in a 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 relevant 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 Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Exhibit B, as applicable. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or Depository notifies the Company becomes aware) Issuer that the Depositary (i) it is unwilling or unable to continue as Depositary for such Global Note or (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 andDepository for any Global Note, the Issuer so notifies the Trustee in either such case, no writing and a successor Depositary shall have been Depository is not appointed by the Issuer within 90 days of such notification notice. Upon any issuance of a Physical Note in accordance with this Section 2.15(b), the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of the Company becoming aware of any thereof). All such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuer shall execute, (ii) the Guarantors shall execute notations of Note Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend. (f) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Exhibit B, as applicable. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuers that it is unwilling or unable to continue act as Depositary Depository for such any Global Note or (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 each case, no the Issuers so notify the Trustee in writing and a successor Depositary shall have been Depository is not appointed by the Issuers within 90 days of such notification or notice, (ii) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of the Company becoming aware Notes in the form of such event; Physical Notes under this Indenture (provided that the Temporary Regulation S Global Note may not be exchanged pursuant to this clause (b) prior to the expiration of the Distribution Compliance Period and the receipt of the certificate specified in Section 2.16(c)(i)), or (Biii) there shall have occurred and be continuing an a Default or Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such Person or Persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferredtransferred or exchanged, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuers shall execute, execute and (ii) the Trustee shall upon written instructions from the Issuers authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend. (f) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Section 2.17 hereof. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depository or under the Global Note, and the Depositary Depository may be treated by the CompanyCase New Holland, the Trustee and any agent of the Company Case New Holland or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyCase New Holland, the Trustee or any agent of the Company Case New Holland or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of any a Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Certificated Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16 hereof. In addition, Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository (x) notifies Case New Holland that it is unwilling or unable to continue as Depositary Depository for such any Global Note or (iiy) has ceased to be a clearing agency company registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such each case, no a successor Depositary shall have been depositary is not appointed by Case New Holland within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing a Default or an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersissue Certificated Notes. (c) In connection with any the transfer or exchange of a portion of the beneficial interest in the Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company Case New Holland shall execute, and the Trustee shall shall, upon receipt of an authentication order from Case New Holland in the form of an Officers’ Certificate, authenticate and deliver, to each beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of authorized denominations and 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 same tenorPrivate Placement Legend. (e) The Holder of the any Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the DepositaryGlobal Note Legend. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Certificated Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.06. In addition, Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Depository notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for such any Global Note or (ii) has ceased to be and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Company within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a request from the Depository to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersissue Certificated Notes. (c) In connection with any the transfer or exchange of a portion of the beneficial interest in the Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) aboveSection 2.15(b), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall shall, upon written instructions from the Company, authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of authorized denominations and the same tenor. (e) denominations. The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this the Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Exhibit B as applicable. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuer that it is unwilling or unable to continue act as Depositary Depository for such any Global Note or (ii) has ceased it ceases to be a clearing agency registered under the Exchange Act when Act, the Depositary Issuer so notifies the Trustee in writing and a successor Depository is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been not appointed by the Issuer within 90 120 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend. (f) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositary. such Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderSenior Note. (b) Transfers of the Global Notes shall be limited to transfers transfer in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11Depository. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuers that it is unwilling or unable to continue as Depositary Depository for such any Global Note or (ii) has ceased to be and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Issuers within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that issue Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent MembersNotes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the any Global Note to beneficial owners pursuant to paragraph (b) above), the Note 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 principal amount of the Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall upon receipt of a written order from the Issuers authenticate and delivermake available for delivery, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of the entire Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) The Holder of the any Global Notes 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 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 Depositary or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.5 hereof. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depositary or under the a Global Note, and the 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 a 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any a Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical certificated Notes (the “Certificated Notes”) in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.4 hereof. In addition, Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes of the same series if (Ai) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (ix) notifies the Issuer that it is unwilling or unable to continue as Depositary for such any Global Note or (iiy) has ceased to be a clearing agency company registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such each case, no a successor Depositary shall have been depositary is not appointed by the Issuer within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing a Default or an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through Registrar has received a written request from the Depositary on behalf of their Agent Membersto issue Certificated Notes. (c) In connection with any the transfer or exchange of a portion of the beneficial interest in the Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall shall, upon receipt of an authentication order, authenticate and deliver, to each beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of authorized denominations and of the same tenorseries. (d) Any Certificated Note constituting a “restricted security” (as defined in Rule 144(a)(3) of the Securities Act) delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) shall, except as otherwise provided by Section 2.4 hereof, bear the Rule 144A Legend (as defined below) or the Regulation S Legend (as defined below), as applicable. (e) The Holder of the any Global Notes 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 the 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 Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02 hereof. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the any Global Note, and the Depositary may be treated by the CompanyIssuer, the Guarantors, the Trustee and any agent of the Company Issuer, 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 CompanyIssuer, the Guarantors, the Trustee or any agent of the Company Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any HolderNote. (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 2.112.08 hereof. 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 Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary Offshore Global Notes, respectively, if (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for such the U.S. Global Note Notes or (ii) has ceased to be the Offshore Global Notes, as the case may be, and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Issuer within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect has occurred and is continuing and the Registrar has received a request to the foregoing effect from the Depositary. (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 Outstanding Notes shall have become due other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and payable pursuant other procedures applicable to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their beneficial interests in the such other Global Notes directly through Euroclear or Clearstream, if they are Agent Members in Note for as long as it remains such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersan interest. (cd) In connection with any transfer or exchange pursuant to paragraph (b) of this Section 2.07 of a portion of the beneficial interest interests in the U.S. Global Note Notes to beneficial owners pursuant who are required to paragraph (b) abovehold U.S. Physical Notes, the Note 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 principal amount of the U.S. Global Note Notes in an amount equal to the Principal Amount principal amount of the beneficial interest in the U.S. Global Note Notes to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes of like tenor and amount. (de) In connection with the transfer of the entire U.S. Global Note Notes or Offshore Global Notes to beneficial owners pursuant to paragraph (b) aboveof this Section 2.07, the U.S. Global Note Notes or Offshore Global Notes, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer 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 U.S. Global NoteNotes or Offshore Global Notes, as the case may be, an equal aggregate Principal Amount principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations and the same tenordenominations. (f) Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Notes pursuant to paragraph (b) or (d) of this Section 2.07 shall, except as otherwise provided by paragraph (d)(i)(x) and paragraph (e) The Holder of Section 2.08 hereof, bear the legend regarding transfer restrictions applicable to the U.S. Physical Note set forth in Section 2.02 hereof. (g) Any Offshore Physical Note delivered in exchange for an interest in the Offshore 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 Offshore Physical Note set forth in Section 2.02 hereof. (h) The registered holder of a Global Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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. (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 Issuer 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 Each Global Notes Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) to the Depositaryextent relevant thereto, bear legends as set forth in Section 2.03. 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 Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Holder. (b) Transfers Note. The registered Holder of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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. (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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositary. such Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Depository notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for such any Global Note or (ii) has ceased and a successor Depository is not appointed by the Company, with a copy to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary andTrustee, in either such case, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have a Default has occurred and be is continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that issue Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent MembersNotes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount 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 amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company shall execute, (ii) the Guarantors shall execute notations of Note Guarantees on and (iii) the Trustee shall upon written instructions from the Company authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend. (f) On or prior to the 40th day after the later of the commencement of the offering of the Notes represented by the Regulation S Global Note and the issue date of such Notes (such period through and including such 40th day, the “Restricted Period”), a beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of an interest in the corresponding Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person that the transferor reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant to another exemption from the registration requirements under the Securities Act which is accompanied by an opinion of counsel regarding the availability of such exemption and (ii) in accordance with all applicable securities laws of any state of the United States or any other jurisdiction. (g) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Exhibit B, as applicable. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) The transfer and exchange of beneficial interests in Global Notes will be effected through the Depository, in accordance with the provisions of this Indenture and the rules and procedures of the Depository that apply to such transfer or exchange. (c) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuer that it is unwilling or unable to continue act as Depositary Depository for any Global Note, the Issuer so notifies the Trustee in writing and a successor Depository is not appointed by the Issuer within ninety (90) days of such Global Note notice or (ii) a Default has ceased occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(c), the Trustee shall be required to register such Physical Note in the name of, and cause the same to be a clearing agency registered under delivered to, such Person or Persons (or the Exchange Act when the Depositary is required to be so registered to act as nominee of any thereof). All such Depositary and, in either such case, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Physical Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersbear any legends required by applicable law. (cd) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveSection 2.15(c), the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (de) In connection with the transfer of the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveSection 2.15(c), the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuer shall execute, execute and (ii) the Trustee shall shall, upon written instructions from the Issuer, authenticate and deliver, deliver to each beneficial owner identified by the Depositary Depository, in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (ef) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (c) or (d) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend or a Regulation S Legend to the extent such Physical Note represents Notes sold to a Non-U.S. Person in reliance on Regulation S. (g) The Holder of any Global Note, including the Global Notes Depository, may grant proxies proxies, appoint agents and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which that a Holder is entitled to take under this Indenture or the Notes. (h) Except as provided in the last sentence of Section 2.08, the Issuer, the Trustee and any Agent shall treat a Person as the Holder of such principal amount of outstanding Notes represented by a Global Note as shall be specified in a written statement of the Depository with respect to such Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Exhibit B, as applicable. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) The transfer and exchange of beneficial interests in Global Notes will be effected through the Depository, in accordance with the provisions of this Indenture and the rules and procedures of the Depository that apply to such transfer or exchange. (c) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuer that it is unwilling or unable to continue act as Depositary Depository for any Global Note, the Issuer so notifies the Trustee in writing and a successor Depository is not appointed by the Issuer within ninety (90) days of such Global Note notice or (ii) a Default has ceased occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(c), the Trustee shall be required to register such Physical Note in the name of, and cause the same to be a clearing agency registered under delivered to, such Person or Persons (or the Exchange Act when the Depositary is required to be so registered to act as nominee of any thereof). All such Depositary and, in either such case, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Physical Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersbear any legends required by applicable law. (cd) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveSection 2.15(c), the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (de) In connection with the transfer of the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveSection 2.15(c), the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuer shall execute, execute and (ii) the Trustee shall shall, upon written instructions from the Issuer, authenticate and deliver, deliver to each beneficial owner identified by the Depositary Depository, in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (ef) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (c) or (d) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend or, to the extent such Physical Note represents Notes sold to a Non-U.S. Person in reliance on Regulation S, a Regulation S Legend. (g) The Holder of any Global Note, including the Global Notes Depository, may grant proxies proxies, appoint agents and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which that a Holder is entitled to take under this Indenture or the Notes. (h) Except as provided in the last sentence of Section 2.08, the Issuer, the Trustee and any Agent shall treat a Person as the Holder of such principal amount of outstanding Notes represented by a Global Note as shall be specified in a written statement of the Depository with respect to such Global Note, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for the Depositary. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) if applicable, bear the Depositary. legend set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of this Section 2.112.14. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (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 andDepository for any Global Note, the Issuer so notifies the Trustee in either such case, no writing and a successor Depositary shall have been Depository is not appointed by the Issuer within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an a Default or Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.14(b) the Trustee is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.14, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 2.14, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuer shall execute, and (ii) the Trustee shall upon written instructions from the Issuer authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the Notes. (f) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.14. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. 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 interests 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. The Trustee shall have no responsibility or liability 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 U.S. Global Notes Note and Offshore Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any HolderNote. (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.08. 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 Notes if (A) such Depositary has notified the Company (Note or the Company becomes aware) that the Depositary Offshore Global Note, respectively, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such the U.S. Global Note or (ii) has ceased to be the Offshore Global Note, as the case may be, and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Company within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect has occurred and is continuing and the Registrar has received a request to the foregoing effect from the Depositary. (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 Outstanding Notes shall have become due other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and payable pursuant other procedures applicable to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their beneficial interests in the such other Global Notes directly through Euroclear or Clearstream, if they are Agent Members in Note for as long as it remains such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersan interest. (cd) In connection with any transfer or exchange of a portion of the beneficial interest interests in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the such 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. (de) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate Principal Amount principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations and the same tenordenominations. (ef) Any U.S. Physical Note delivered in exchange for an interest in the U.S. 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 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) 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 the a Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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. (i) QIBs that are beneficial owners of interests in a U.S. 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 U.S. 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 Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Depositaryappropriate legends. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes of any series shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes of any series may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11Depository. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the such Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (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 andDepository for any Global Note, the Issuers so notify the Trustee in either such case, no writing and a successor Depositary shall have been Depository is not appointed by the Issuers within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an a Default or Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamappropriate legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuers shall execute, execute and (ii) the Trustee shall upon written instructions from the Issuers authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or Notes of the Notesapplicable series.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.17. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depositary or under the Global Note, and the 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any a Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Certificated Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.16. In addition, Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (ix) notifies the Issuers that it is unwilling or unable to continue as Depositary for such any Global Note or (iiy) has ceased to be a clearing agency company registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such each case, no a successor Depositary shall have been depositary is not appointed by the Issuers within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing a Default or an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through Registrar has received a written request from the Depositary on behalf of their Agent Membersto issue Certificated Notes. (c) In connection with any the transfer or exchange of a portion of the beneficial interest in the Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall execute, and the Trustee shall shall, upon receipt of an authentication order from the Issuers in the form of an Officers' Certificate, authenticate and deliver, to each beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of authorized denominations and 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, bear the same tenorPrivate Placement Legend. (e) The Holder of the any Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.17. Members of, or participants Participants in, the Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depositary or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent 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 Agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any a Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.16. In addition, Physical Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (ix) notifies the Company that it is unwilling or unable to continue as Depositary for such any Global Note or (iiy) has ceased to be a clearing agency company registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such each case, no a successor Depositary shall have been depositary is not appointed by the Company within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing a Default or an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through Registrar has received a written request from the Depositary on behalf of their Agent Membersto issue Definitive Notes. (c) In connection with any the transfer or exchange of a portion of the beneficial interest in the Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall shall, upon receipt of an Authentication Order, authenticate and deliver, to each beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Definitive Notes of authorized denominations and denominations. (d) Any Definitive Note constituting a Restricted Note 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, bear the same tenorPrivate Placement Legend. (e) The Holder of the any Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositary. such Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a holder or beneficial owner of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, only as follows: Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Depository notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for such the Global Note or (ii) has ceased Notes and a successor Depository is not appointed by the Company, with a copy to be a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary andTrustee, in either such case, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that issue Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes 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.

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 Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee Registrar as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee Registrar as its custodian, or under the Global Note, and the Depositary may be treated by the CompanyFelCor LP, the Trustee Guarantors, the Trustee, the Agents and any agent of FelCor LP, the Company 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 CompanyFelCor LP, the Trustee Guarantors, the Registrar, any Agent or any agent of the Company FelCor LP or the Trustee Guarantors from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.08. 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 Notes if (A) such Depositary has notified the Company (Note or the Company becomes aware) that the Depositary Offshore Global Note, respectively, if (i) the Depositary notifies FelCor LP that it is unwilling or unable to continue as Depositary for such the U.S. Global Note or (ii) has ceased to be the Offshore Global Note, as the case may be, and a clearing agency registered under the Exchange Act when the Depositary successor depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been not appointed by FelCor LP within 90 days of such notification or of the Company becoming aware of such event; or notice, (Bii) there shall have occurred and be continuing an Event of Default has occurred and is continuing and the Registrar has received a request therefor from the Depositary or (iii) in accordance with respect the rules and procedures of the Depositary and the provisions of Section 2.08. (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 Outstanding Notes shall have become due other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and payable pursuant other procedures applicable to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their beneficial interests in the such other Global Notes directly through Euroclear or Clearstream, if they are Agent Members in Note for as long as it remains such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersan interest. (cd) In connection with any transfer or exchange of a portion of the beneficial interest interests in the U.S. Global Note or Permanent Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the Note 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 principal amount of the U.S. Global Note or Permanent Offshore Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the U.S. Global Note or Permanent Offshore Global Note to be transferred, and the Company FelCor LP shall execute, and the Trustee authenticating agent 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. (de) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Company FelCor LP shall execute, and the Trustee authenticating agent shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate Principal Amount principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations and the same tenordenominations. (f) Any U.S. Physical Note delivered in exchange for an interest in the U.S. 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 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 applicable to the Offshore Physical Note set forth in Section 2.02. (h) The registered Holder of the a Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes and Global Units initially shall (i) be registered in the name of the Depositary DTC or the nominee of such Depositary and DTC, (ii) be delivered to the Trustee as custodian for the Depositary. DTC and (iii) bear legends as set forth in Exhibit D. Members of, or participants in, the Depositary, Euroclear or Clearstream DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDTC, or the Trustee as its custodian, or under the any Global Note, and the Depositary DTC 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 Depositary DTC or impair, as between the Depositary DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes or Global Units shall be limited to transfers in whole, but not in part, to the DepositaryDTC, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes and Global Units may be transferred or exchanged, in whole or in part, for Physical Notes exchanged in accordance with the rules and procedures Applicable Procedures of the Depositary DTC and the provisions of Section 2.112.15. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified DTC notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for the Global Notes and a successor Depository is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC to issue Physical Notes. (c) Any beneficial interest in one of the Global Notes or Global Units that is transferred to a person who takes delivery in the form of an interest in another Global Note or Global Unit shall, upon transfer, cease to be an interest in such Global Note or (ii) has ceased to be Global Unit and become a clearing agency registered under the Exchange Act when the Depositary is required to be so registered to act as beneficial interest in such Depositary other Global Note or Global Unit and, accordingly, shall thereafter be subject to all transfer restrictions, if any, and other procedures applicable to a beneficial interest in either such case, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the other Global Notes directly through Euroclear or Clearstream, if they are Agent Members in Global Unit for as long as it remains such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersan interest. (cd) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph clause (b) aboveof this Section 2.14, the Note 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 principal amount of the Global Note in an amount equal to the Principal Amount 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. (de) In connection with the transfer of the an entire Global Note to beneficial owners pursuant to paragraph clause (b) aboveof this Section 2.14, the Global Note Notes 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 DTC in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (ef) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Global Note pursuant to clause (b) or (c) shall, except as otherwise provided by clause (a)(i)(x) and (c) of Section 2.15, bear the legend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibits A. (g) The Holder of the a Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositary. such Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11Depository. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Depository notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes may grant proxies and otherwise authorize any Person, including Agent Members and Persons or that may hold interests through Agent Members, it will cease to take any action which a Holder is entitled to take under this Indenture or the Notes.be a

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 Depositary Depository or the nominee of such Depositary and 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 the DepositaryPrivate Placement Legend. Members of, or direct or indirect participants in, the Depositary, Euroclear or Clearstream Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depository or under the Global Note, and the Depositary Notes. The Depository 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 Notes 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Holder. (b) Transfers Note. None of the Global Notes Issuers, the Trustee, the Paying Agent nor the Registrar shall be limited to transfers in whole, but not in part, to the Depositary, its successors have any responsibility or their respective nominees. Interests of beneficial owners in a Global Note may be transferred liability for any acts or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures omissions of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default Depository with respect to such Global Note and Note, for the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and records of the Trustee requests that Physical Notes be issued. Investors may hold their interests Depository, including records in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion respect of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 any such Global Note, an equal aggregate Principal Amount for any transactions between the Depository and any Agent Member or between or among the Depository, any such Agent Member and/or any Holder or beneficial owner of Physical Notes such Global Note, or for any transfers of authorized denominations and the same tenorbeneficial interests in any such Global Note. (e) The Holder of the Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) if applicable, bear the Depositary. legend set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of this Section 2.113.15. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (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 andDepository for any Global Note, the Issuers so notify the Trustee in either such case, no writing and a successor Depositary shall have been Depository is not appointed by the Issuers within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an a Default or Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 3.15(b) the Trustee is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 3.15, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 3.15, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuers shall execute, (ii) the Guarantors shall execute notations of Guarantees on and (iii) the Trustee shall upon written instructions from the Issuers authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.17. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depositary or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any a Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Certificated Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.16. In addition, Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (ix) notifies the Company that it is unwilling or unable to continue as Depositary for such any Global Note and the Company fails to appoint a successor Depositary or (iiy) has ceased to be a clearing agency company registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary andAct, in either such case, no successor Depositary shall have been appointed within 90 days of such notification (ii) a Default or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note has occurred and is continuing or (iii) the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and Company, at its option, notifies the Trustee requests that Physical Notes be issuedit elects to cause the issuance of Certificated Notes. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note Notes as an entirety to beneficial owners pursuant to this paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and 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, authenticate and deliver, to each beneficial owner identified by the Depositary in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of authorized denominations and the same tenordenominations. (ec) Any Certificated Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend. (d) The Holder of the any Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as may be reasonably requested by the DepositaryDepository. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers transfer in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchangedexchanged for certificated Notes in registered form in substantially the form set forth in Exhibit A ("Physical Notes") and interests of beneficial owners in Physical Notes may be transferred or exchanged for Global Notes, in whole or in parteach case, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11Depository. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Depository notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for such any Global Note or (ii) has ceased to be and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Company within 90 days of such notification or of notice, (ii) the Company becoming aware of such event; delivers an Officers' Certificate to the Trustee stating that the Global Note shall be so exchanged or (Biii) there shall have occurred and be continuing an Event of Default with respect entitling the Holders of the Notes to such Global Note accelerate the maturity thereof has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that issue Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent MembersNotes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the any Global Note to beneficial owners pursuant to paragraph (b) above), the Note 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 principal amount of the Global Note in an amount equal to the Principal Amount 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 delivermake available for delivery, one or more Physical Notes of like tenor and amount. (d) In connection with the transfer of the entire Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above), the Global Note Notes 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 Depository in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenorAuthorized Denominations. (e) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) if applicable, bear the Depositary. legend set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global Note, and the Depositary Depository 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 Depositary Depository or impair, as between the Depositary Depository and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of this Section 2.112.15. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (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 andDepository for any Global Note, the Issuers so notify the Trustee in either such case, no writing and a successor Depositary shall have been Depository is not appointed by the Issuers within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an a Default or Event of Default with respect to such has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the Outstanding same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall have become due and payable pursuant to Section 6.02 and bear the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstreamapplicable legends, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersany. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of like tenor and amountauthorized 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 the entire a Global Note as an entirety to beneficial owners pursuant to paragraph (b) aboveof this Section 2.15, the such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Company Issuers shall execute, (ii) the Guarantors shall execute notations of Guarantees on and (iii) the Trustee shall upon written instructions from the Issuers authenticate and deliver, to each beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Person, including Agent Members Participants and Persons that may hold interests through Agent MembersParticipants, 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 Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have ------------- no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any HolderNote. Neither the Company nor the Trustee shall be liable for any delay by the Depositary in identifying the beneficial owners of the Notes and the Company and the Trustee may conclusively rely on, and shall be protected in relying on, instructions from the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Notes to be issued). (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.08. 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 Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary Offshore Global Notes, respectively, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such the U.S. Global Note Notes or (ii) has ceased to be the Offshore Global Notes, as the case may be, and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Company within 90 days of such notification or of the Company becoming aware of such event; or notice, (Bii) there shall have occurred and be continuing an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) in accordance with respect the rules and procedures of the Depositary and the provisions of Section 2.08. (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 Outstanding Notes shall have become due other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and payable pursuant other procedures applicable to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their beneficial interests in the such other Global Notes directly through Euroclear or Clearstream, if they are Agent Members in Note for as long as it remains such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersan interest. (cd) In connection with any transfer or exchange of a portion of the beneficial interest interests in the U.S. Global Note Notes to beneficial owners pursuant to paragraph (b) aboveof this Section 2.07, the Note 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 principal amount of the U.S. Global Note Notes in an amount equal to the Principal Amount principal amount of the beneficial interest in the U.S. Global Note 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. (de) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.07, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate Principal Amount principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations and the same tenordenominations. (ef) Any U.S. Physical Note delivered in exchange for an interest in the U.S. Global Note pursuant to paragraph (b) or (d) 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 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) 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 the a Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary Depository and (ii) be delivered to the Trustee bear legends as custodian for the Depositary. set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depository or under the Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of any a Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Certificated Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.15. In addition, Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) the Depository (x) notifies the Issuer that it is unwilling or unable to continue as Depositary Depository for such any Global Note or (iiy) has ceased to be a clearing agency company registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such each case, no a successor Depositary shall have been Depository is not appointed by the Issuer within 90 days of such notification or notice, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Company becoming aware of such event; Certificated Notes, or (Biii) there shall have occurred and be continuing a Default or an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersissue Certificated Notes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the any Global Note to beneficial owners pursuant to paragraph (b) above), the Note Registrar shall (if one or more Physical Certificated Notes are to be issued) reflect on its books and records the date and a decrease in the Principal Amount principal amount of the Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note to be transferred, and the Company Issuer shall execute, and the Trustee shall shall, upon receipt of an Authentication Order from the Issuer, authenticate and delivermake available for delivery, one or more Physical Certificated Notes of like tenor and amount. (d) In connection with the transfer of the entire Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall shall, upon receipt of an Authentication Order from the Issuer, authenticate and deliver, to each beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of authorized denominations and the same tenordenominations. (e) [RESERVED]. (f) The Holder of the any Global Notes 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.

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 Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any HolderNote. (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.08. 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 Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary Offshore Global Note, respectively, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such the U.S. Global Note Notes or (ii) has ceased to be the Offshore Global Note, as the case may be, and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Company within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect has occurred and is continuing and the Registrar has received a request to the foregoing effect from the Depositary. (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 Outstanding Notes shall have become due other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and payable pursuant other procedures applicable to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their beneficial interests in the such other Global Notes directly through Euroclear or Clearstream, if they are Agent Members in Note for as long as it remains such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersan interest. (cd) In connection with any transfer or exchange pursuant to paragraph (b) of this Section of a portion of the beneficial interest interests in the a Global Note to beneficial owners pursuant who are required to paragraph (b) abovehold U.S. Physical Notes, the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the such 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. (de) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate Principal Amount principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations and the same tenordenominations. (ef) Any U.S. Physical Note delivered in exchange for an interest in the U.S. 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 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) 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 the a Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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. (i) QIBs that are beneficial owners of interests in a U.S. 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 U.S. 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 Each Global Notes Note initially shall (i) be registered in the name of the Depositary for such Global Note or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear a legend as set forth in Section 203. Neither the DepositaryCompany, 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 Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this Supplemental Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Holder. (b) Transfers Note. The registered holder of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes 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 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 U.S. Global Notes Note and Offshore Global Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by FelCor LP, the CompanyGuarantors, the Trustee and any agent of FelCor LP, the Company Guarantors or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent FelCor LP, the CompanyGuarantors, the Trustee or any agent of FelCor LP, the Company Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.08. In addition, U.S. Physical Notes and Offshore Physical Notes shall be transferred to all beneficial owners in exchange ex-change for their beneficial interests in the U.S. Global Notes if (A) such Depositary has notified the Company (Note or the Company becomes aware) that the Depositary Offshore Global Note, respectively, if (i) the Depositary notifies FelCor LP that it is unwilling or unable to continue as Depositary for such the U.S. Global Note or (ii) has ceased to be the Offshore Global Note, as the case may be, and a clearing agency registered under the Exchange Act when the Depositary successor depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been not appointed by FelCor LP within 90 days of such notification or of the Company becoming aware of such event; or notice, (Bii) there shall have occurred and be continuing an Event of Default has occurred and is continuing and the Registrar has received a request therefor from the Depositary or (iii) in accordance with respect the rules and procedures of the Depositary and the provisions of Section 2.08. (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 Outstanding Notes shall have become due other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and payable pursuant other procedures applicable to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their beneficial interests in the such other Global Notes directly through Euroclear or Clearstream, if they are Agent Members in Note for as long as it remains such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersan interest. (cd) In connection with any transfer or exchange of a portion of the beneficial interest interests in the U.S. Global Note or Permanent Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the Note 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 principal amount of the U.S. Global Note or Permanent Offshore Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the U.S. Global Note or Permanent Offshore Global Note to be transferred, and Escrow Subsidiary prior to the Company date of the Assumption and thereafter FelCor LP 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. (de) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee for cancellation, and Escrow Subsidiary prior to the Company date of the Assumption and thereafter FelCor LP 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 U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate Principal Amount principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations and the same tenordenominations. (f) Any U.S. Physical Note delivered in exchange for an interest in the U.S. 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 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 applicable to the Offshore Physical Note set forth in Section 2.02. (h) The registered Holder of the a Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary and (ii) be delivered to the Trustee as custodian for the such Depositary. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any HolderNote. (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and Depositary. Permanent certificated Notes in registered form in substantially the provisions of Section 2.11. In addition, form set forth in Exhibit A ("Physical Notes Notes") shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such the Global Note or (ii) has ceased to be Notes and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Company within 90 days of such notification or of the Company becoming aware of such event; or notice, (Bii) there shall have occurred and be continuing if an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Registrar has received a request therefor from the Depositary or (iii) in accordance with the rules and procedures of the Depositary. In addition, the Company may at any time and in its sole discretion determine that the Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes no longer be issued. Investors may hold their interests in the represented by Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent MembersNotes. (c) In connection with any transfer or exchange of a portion of the beneficial interest interests in the Global Note Notes to beneficial owners pursuant to paragraph (b) aboveof this Section 2.06, the Note 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 principal amount of the Global Note Notes in an amount equal to the Principal Amount principal amount of the beneficial interest in the Global Note Notes to be transferredexchanged for Physical Notes, 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 all Notes represented by Global Note Notes to beneficial owners pursuant to paragraph (b) aboveof this Section 2.06, the Global Note Notes 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 Global Note, Notes an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) The Holder registered holder of the a Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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.

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 Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee Registrar as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee Registrar as its custodian, or under the Global Note, and the Depositary may be treated by the CompanyFelCor LP, the Trustee Guarantors, the Trustee, the Agents and any agent of FelCor LP, the Company 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 CompanyFelCor LP, the Trustee Guarantors, the Registrar, any Agent or any agent of the Company FelCor LP or the Trustee Guarantors from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.112.08. 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 Notes if (A) such Depositary has notified the Company (Note or the Company becomes aware) that the Depositary Offshore Global Note, respectively, if (i) the Depositary notifies FelCor LP that it is unwilling or unable to continue as Depositary for such the U.S. Global Note or (ii) has ceased to be the Offshore Global Note, as the case may be, and a clearing agency registered under the Exchange Act when the Depositary successor depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been not appointed by FelCor LP within 90 days of such notification or of the Company becoming aware of such event; or notice, (Bii) there shall have occurred and be continuing an Event of Default has occurred and is continuing and the Registrar has received a request therefor from the Depositary or (iii) in accordance with respect the rules and procedures of the Depositary and the provisions of Section 2.08. (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 Outstanding Notes shall have become due other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and payable pursuant other procedures applicable to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their beneficial interests in the such other Global Notes directly through Euroclear or Clearstream, if they are Agent Members in Note for as long as it remains such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersan interest. (cd) In connection with any transfer or exchange of a portion of the beneficial interest interests in the U.S. Global Note or Permanent Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the Note 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 principal amount of the U.S. Global Note or Permanent Offshore Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the U.S. Global Note or Permanent Offshore Global Note to be transferred, and Escrow Subsidiary prior to the Company date of the Assumption and thereafter FelCor LP shall execute, and the Trustee authenticating agent 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. (de) In connection with the transfer of the entire U.S. Global Note or Offshore Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section, the U.S. Global Note or Offshore Global Note, as the case may be, shall be deemed to be surrendered to the Trustee Registrar for cancellation, and Escrow Subsidiary prior to the Company date of the Assumption and thereafter FelCor LP shall execute, and the Trustee authenticating agent shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the U.S. Global Note or Offshore Global Note, as the case may be, an equal aggregate Principal Amount principal amount of U.S. Physical Notes or Offshore Physical Notes, as the case may be, of authorized denominations and the same tenordenominations. (f) Any U.S. Physical Note delivered in exchange for an interest in the U.S. 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 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 applicable to the Offshore Physical Note set forth in Section 2.02. (h) The registered Holder of the a Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants Participants in, the Depositary, Euroclear or Clearstream Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the 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 such 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 Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any HolderNote. (b) Transfers The registered holder of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes 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 exchanged for Physical Notes, whether in whole or in part, unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Notes and the Issuer thereupon fails to appoint a successor depositary within 90 days or (y) has ceased to be a clearing agency registered under the Exchange Act, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Physical Notes, or (iii) an Event of Default exists and the Depositary requests the issuance of Physical Notes by written notice to the Issuer, the Trustee, and the Registrar. In any such case upon surrender of the Global Notes, Physical Notes will be issued to such Persons as the Participants and Indirect Participants identify as being the beneficial owner of such Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositary. such Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the any Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, for Physical Notes exchanged in accordance with the rules and procedures Applicable Procedures of the Depositary Depository and the provisions of Section 2.112.15, provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S 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, Notes in the form of certificated Notes in registered form in substantially the form set forth in Exhibit A hereto (the "Physical Notes Notes") shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Depository notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for the Global Notes and a successor Depository is not appointed by the Company within ninety (90) days of such Global Note notice or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect has occurred and is continuing and the Registrar has received a request from the Depository to such issue Physical Notes; provided that a beneficial interest in the Regulation S Global Note and the Outstanding Notes shall have become due and payable pursuant may not be exchanged for a Physical Note or transferred to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests a Person who takes delivery thereof in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in form of a Physical Note prior to the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in expiration of the Global Notes through the Depositary on behalf of their Agent MembersRestricted Period. (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 Note 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 principal amount of the Global Note in an amount equal to the Principal Amount 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. (de) In connection with the transfer of the an entire Global Note to beneficial owners pursuant to paragraph (b) above), the Global Note Notes 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 Depository in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (ef) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Global Note pursuant to paragraph (b), except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.15, bear the legend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A. (g) The Holder of the a Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary a Clearing Agency or the nominee of such Depositary and its nominee, (ii) be delivered to such Clearing Agency or to the Trustee custodian or common depositary for such Clearing Agent and (iii) bear legends as custodian for the Depositary. Members of, or participants in, the Depositary, Euroclear or Clearstream (“Agent Members”set forth in Section 2.7(g) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holderhereto. (b) Transfers Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred as a whole except by a Clearing Agency to a nominee of such Clearing Agency or by a nominee of such Clearing Agency to the Clearing Agency or another successor of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors Clearing Agency or their respective nomineesa nominee of such successor. Interests of beneficial owners in a the Global Note Notes ("Book-Entry Interests") may be transferred or exchanged, in whole or in part, exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depositary Clearing Agency and the provisions of Section 2.112.7. In additionThe Company shall issue one or more Definitive Notes to owners of Book-Entry Interests, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (i) any Clearing Agency (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary for such Global Note a clearing agency, or (iiin the case of DTC) has ceased ceases to be a clearing agency registered under the Exchange Act when and (B) a successor to the Depositary Clearing Agency, that (in the case of DTC) is required registered as a clearing agency under the Exchange Act, is not able to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed by the Company within 90 120 days of such notification or of the Company becoming aware of such eventnotification; or (Bii) there shall have occurred and be continuing if any Clearing Agency so requests following an Event of Default with respect to which occurs and is continuing; (iii) if the owner of a Book-Entry Interest requests such exchange in writing delivered through a Clearing Agency following an Event of Default which has occurred and is continuing or (iv) at any time at the option of the Company; provided, however, that the principal amount at maturity of such Definitive Notes and such Global Note after such exchange shall be Euro 1,000 or integral multiples thereof. Whenever all of a Global Note is exchanged for one or more Definitive Notes, it shall be surrendered by the Holder thereof to the Trustee for cancellation. Whenever a Book-Entry Interest is exchanged for one or more Definitive Notes, the Global Note representing such Book-Entry Interest 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 the Book-Entry Interests represented by such Global Note not exchanged for Definitive Notes, and the Outstanding Notes Register shall have become due and payable pursuant thereafter return such Global Note to such Holder. A Global Note may not be exchanged for a Definitive Note other than as provided in this Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members2.6(b). (c) In connection with any transfer or the exchange of a portion Book-Entry Interests represented by Global Notes for Definitive Notes to owners of the beneficial interest in the Global Note to beneficial owners such Book-Entry Interests pursuant to paragraph (b) aboveof this Section 2.6, the Note 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 or the Authenticating Agent shall upon written instructions from the Company authenticate and delivermake available for delivery, one or more Physical to each owner of such Book-Entry Interests identified by a Clearing Agency in exchange for its Book-Entry Interest in the Global Notes, an equal aggregate principal amount of Definitive Notes of like tenor and amountauthorized denominations. (d) In connection with the transfer of the entire Any Definitive Note constituting a U.S. Note delivered in exchange for an interest in a Global Note to beneficial owners pursuant to paragraph (b) aboveof this Section 2.6 shall, except as otherwise provided by Section 2.8, bear the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenorPrivate Placement Legend. (e) The Holder of the Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depository and (iii) bear legends as set forth in Section 2.17. Members of, or participants Participants in, the Depositary, Euroclear or Clearstream Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, Depository or under the Global Note, and the Depositary Depository may be treated by the Company, the Trustee and any agent 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 Agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of any a Holder. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, exchanged for Physical Certificated Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16. In addition, Physical Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Depository (x) notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for such any Global Note or (iiy) has ceased to be a clearing agency company registered under the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such each case, no a successor Depositary shall have been depositary is not appointed by the Company within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing a Default or an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a written request from the Depository to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Membersissue Certificated Notes. (c) In connection with any the transfer or exchange of a portion of the beneficial interest in the Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above), the Global Note Notes shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall shall, upon receipt of an Authentication Order, authenticate and deliver, to each beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of authorized denominations and 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, bear the same tenorPrivate Placement Legend. (e) The Holder of the any Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Company shall execute and the Trustee shall, in accordance with this Section 312, authenticate and deliver initially one or more Global Notes initially shall that (i) shall be registered in the name of the Common Depositary or the nominee of such Depositary and (ii) be delivered to the Trustee its nominee, as custodian for the Depositary, for such Global Note or Global Notes, (ii) shall be delivered such Common Depositary or pursuant to such Common Depositary's instructions and (iii) bear legends as required by Section 313(e). Members of, or participants in, in the Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryCommon Depositary or its nominee, or as custodian for the Trustee as its custodian, Depositary or under the such Global Note, and the Depositary Common Depositary, as custodian for the 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 Depositary or impair, as between the Depositary and its their Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any HolderGlobal Note. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 2.11313. In additionTransfers of a Global Note shall be limited to transfers of such Global Note in whole, Physical but not in part, to the Common Depositary, its successors or their respective nominees except that Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if Note only in the following circumstances: (Ax) such the Depositary has notified notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as clearing agency, (y) the Common Depositary for such Global Note notifies the Company that it is unwilling or (ii) has ceased unable to be continue as Common Depositary and a clearing agency registered under the Exchange Act when the successor Common Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been not appointed within 90 120 days of such notification or of the Company becoming aware of such event; notice or (Bz) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent MembersNotes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the any Global Note to beneficial owners pursuant to paragraph (b) above), the Note Registrar shall (if one or more Physical Certificated Notes are to be issued) reflect on its books and records the date and a decrease in the Principal Amount principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the such Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Certificated Notes of like tenor and amountprincipal amount of authorized denominations. (d) In connection with the transfer of the entire Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above), the Global Note Notes 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 Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of like tenor of authorized denominations and the same tenordenominations. (e) The Holder of the any Global Notes 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. (f) Any Certificated Note delivered in exchange for an interest in the Restricted Global or Regulation S Global Note pursuant to paragraph (b) of this Section 312 shall bear the Private Placement Legend if required by Section 313(e).

Book-Entry Provisions for Global Notes. (a) The Any Global Notes Note initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositary. such Depository and (iii) bear legends as set forth in Exhibit B. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“"Agent Members”") shall have ------------- no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the any Global Note, and the Depositary 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 Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any HolderNote. (b) Transfers of the any Global Notes Note shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, exchanged for Physical Notes in accordance with the rules and procedures of the Depositary Depository and the provisions of Section 2.112.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the a Global Notes 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 Depositary Depository for such Global Note or (ii) has ceased to be and a clearing agency registered under successor depositary is not appointed by the Exchange Act when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor Depositary shall have been appointed Company within 90 days of such notification or of the Company becoming aware of such event; notice or (Bii) there shall have occurred and be continuing an Event of Default with respect to such Global Note has occurred and is continuing and the Outstanding Notes shall have become due and payable pursuant Registrar has received a request from the Depository to Section 6.02 and the Trustee requests that issue Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent MembersNotes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the a Global Note to beneficial owners pursuant to paragraph (b) above), the Note 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 principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the such 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 the an entire Global Note to beneficial owners pursuant to paragraph (b) above), the such 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 Depository in exchange for its beneficial interest in the such Global Note, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (e) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.16, bear the legend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A. (f) The Holder of the any Global Notes Note may grant proxies and otherwise authorize any Personperson, including Agent Members and Persons 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.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depositary Depository or the nominee of such Depositary and Depository, (ii) be delivered to the Trustee as custodian for the Depositary. such Depository and (iii) bear legends as set forth in Exhibit C. Members of, or participants in, the Depositary, Euroclear or Clearstream Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the any Global Note, and the Depositary 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 Depositary Depository or impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. (b) Transfers of the Global Notes shall be limited to transfers in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, for Physical Notes exchanged in accordance with the rules and procedures Applicable Procedures of the Depositary Depository and the provisions of Section 2.112.15, provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S 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, Notes in the form of certificated Notes in registered form in substantially the form set forth in Exhibit A hereto (the “Physical Notes Notes”) shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (Ai) such Depositary has notified the Depository notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary Depository for the Global Notes and a successor Depository is not appointed by the Company within ninety (90) days of such Global Note notice or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect has occurred and is continuing and the Registrar has received a request from the Depository to such issue Physical Notes; provided that a beneficial interest in the Regulation S Global Note may not be exchanged for a Physical Note or transferred to a Person who takes delivery thereof in the form of a Physical Note prior to (A) the expiration of the Restricted Period and (B) the Outstanding Notes shall have become due and payable receipt by the Registrar of any certificates required pursuant to Section 6.02 and Rule 903(b)(3)(ii)(B) under the Trustee requests that Physical Notes be issued. Investors may hold their interests Securities Act, except in the Global Notes directly through Euroclear case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent MembersRule 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 Note 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 principal amount of the Global Note in an amount equal to the Principal Amount 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. (de) In connection with the transfer of the an entire Global Note to beneficial owners pursuant to paragraph (b) above), the Global Note Notes 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 Depository in exchange for its beneficial interest in the Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Notes of authorized denominations and the same tenordenominations. (ef) Any Physical Note constituting a Restricted Security delivered in exchange for an interest in the Global Note pursuant to paragraph (b), except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 2.15, bear the legend regarding transfer restrictions applicable to the Physical Notes set forth in Exhibit A. (g) The Holder of the a Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Company shall execute and the Trustee shall, in accordance with this Section 312, authenticate and deliver initially one or more Global Notes initially that (a) shall (i) be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary, (b) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Custodian and (iic) be delivered to the Trustee bear legends as custodian for the Depositaryrequired by Section 313(e). Members of, or participants in, in the Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, Depositary or by the Trustee as its custodian, Custodian or under the such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any HolderGlobal Note. (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 313. Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, Physical nominees except that Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if Note only in the following circumstances: (Ax) such the Depositary has notified notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary depositary for such Global Note a global note or (ii) has ceased ceases to be a clearing agency "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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (By) there shall have occurred and be continuing an Event of Default has occurred and is continuing with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent MembersNotes. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the any Global Note to beneficial owners pursuant to paragraph (b) above), the Note Registrar shall (if one or more Physical Certificated Notes are to be issued) reflect on its books and records the date and a decrease in the Principal Amount principal amount of the such Global Note in an amount equal to the Principal Amount principal amount of the beneficial interest in the such Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Certificated Notes of like tenor and amountprincipal amount of authorized denominations. (d) In connection with the transfer of the entire Global Note Notes as an entirety to beneficial owners pursuant to paragraph (b) above), the Global Note Notes 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 Global NoteNotes, an equal aggregate Principal Amount principal amount of Physical Certificated Notes of like tenor of authorized denominations and the same tenordenominations. (e) The Holder of the any Global Notes 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. (f) Any Certificated Note delivered in exchange for an interest in the Restricted Global or Regulation S Global Note pursuant to paragraph (b) of this Section 312 shall bear the Private Placement Legend if required by Section 313(e).

Book-Entry Provisions for Global Notes. (a) The Global -------------------------------------- Notes initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for the Depositarysuch Depositary and (iii) bear legends as set forth in Section 2.02. Members of, or participants in, the Depositary, Euroclear or Clearstream Depositary (“"Agent Members”") shall have ------------- no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any HolderNote. Neither the Company nor the Trustee shall be liable for any delay by the Depositary in identifying the beneficial owners of the Notes and the Company and the Trustee may conclusively rely on, and shall be protected in relying on, instructions from the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Notes to be issued). (b) Transfers of the a Global Notes 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. Interests of beneficial owners in a Global Note may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Global Notes if (A) such Depositary has notified the Company (or the Company becomes aware) that the Depositary (i) is unwilling or unable to continue as Depositary for such Global Note or (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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such event; or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systems. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members2. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the entire Global Note to beneficial owners pursuant to paragraph (b) above, the 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 Global Note, an equal aggregate Principal Amount of Physical Notes of authorized denominations and the same tenor. (e) The Holder of the Global Notes 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.

Book-Entry Provisions for Global Notes. (a) The Each Global Notes Note initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary and Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as set forth in Section 202. Except as provided in Section 311(b), owners of beneficial interests in the DepositaryGlobal Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owner or Holder thereof under this Indenture for any purpose. Members of, or participants Participants in, the Depositary, Euroclear or Clearstream (“Agent Members”) Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of 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 Depositary or impair, as between the Depositary and its Agent MembersParticipants, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Holder.Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, 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 the a Global Notes Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, a nominee of the Depositary, its successors or their respective nominees. Interests of beneficial owners in a the Global Note Notes may be transferred or exchanged, in whole or in part, for Physical Notes in accordance with the rules and procedures of the Depositary and the provisions of Section 2.11312 hereof. In addition, Physical Rule 144A Certificated Notes and Regulation S Certificated Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the Rule 144A Global Notes Note(s) or the Regulation S Global Note(s), as the case may be, if (i) the Depositary (A) such Depositary has notified notifies the Company (or the Company becomes aware) that the Depositary (i) it is unwilling or unable to continue as Depositary depository for such the Global Note Notes and the Company thereupon fails to appoint a successor depository or (iiB) 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, no successor Depositary shall have been appointed within 90 days of such notification or of the Company becoming aware of such eventAct; or (Bii) there shall have occurred and be continuing an Event of Default with respect to such the Notes; or (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause issuance of the Notes in certificated form; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Certificated Notes prior to (x) the end of the Restricted Period and (y) receipt by the Trustee and the Outstanding Notes shall have become due and payable pursuant to Section 6.02 and the Trustee requests that Physical Notes be issued. Investors may hold their interests Company of a certificate substantially in the Global Notes directly through Euroclear or Clearstream, if they are Agent Members in such systems, or indirectly through organizations that are Agent Members in such systemsform of Exhibit B hereto. If interests in the Global Notes are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the Global Notes through the Depositary on behalf of their Agent Members. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Note to beneficial owners pursuant to paragraph (b) above, the Note 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 amount. (d) In connection with the transfer of the an entire Global Note to beneficial owners pursuant to clause (i), (ii) or (iii) of this paragraph (b) above), 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 principal amount of Physical Rule 144A Certificated Notes (in the case of the Rule 144A Global Note) or Regulation S Certificated Notes (in the case of the Regulation S Global Note), as the case may be, of authorized denominations and the same tenordenominations. (ec) The Holder Any beneficial interest in one of the Global Notes may grant proxies 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 otherwise authorize any Personbecome an interest in the other Global Note and, including Agent Members accordingly, will thereafter be subject to all transfer restrictions, if any, 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.other procedures