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

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for the Depositary and (iii) bear legends as required by set forth on the face of the form of Security in Section 2.6(e)2.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Security 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 NoteHolder. (b) Transfers of a the Global Note Securities 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 (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with Section 2.16 and the rules and procedures of the DepositaryDepositary and the provisions of Section 3.10. In addition, Certificated Notes Physical Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in the Global Securities if (i) the such Depositary notifies has notified the Company that it the Depositary (A) is unwilling or unable to continue as Depositary for the such Global Notes Security or the Depositary ceases (B) has ceased to be a “clearing agency” agency registered under the Exchange Act and a when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor depositary is not Depositary shall have been appointed by the Company within ninety (90) 90 days of such notice notification, or (ii) an Event the Company, at its option, notifies the Trustee that it elects to cause the issuance of Default of which a Responsible Officer Physical Securities, subject to applicable procedures of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated NotesDepositary. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Security to beneficial owners pursuant to paragraph (b) above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount. (d) In connection with the transfer of the entire Global Note Security to beneficial owners pursuant to clause paragraph (b) of this Sectionabove, such the Global Note Security 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Security, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominationsdenominations and the same tenor. (e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) above shall, except as otherwise provided by paragraph (b) of Section 3.10, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02. (f) The registered holder Holder of a the Global Note Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each Transfer Restricted Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants Participants in, the 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 CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of 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, 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners Beneficial Owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall upon receipt of an Authentication Order authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold an interest 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e2.08(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners Beneficial Owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall shall, upon the written order of the Issuers signed by an Officer of each of the Issuers, authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (e) Each Global Note shall bear the Global Note Legend on the face thereof.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of 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, 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners Beneficial Owners pursuant to clause (b) of this Section, such Global Note 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 such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in one or more Global Note constituting Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.03, authenticate and deliver a Restricted Note Global Security or Securities which initially shall (i) be registered in the name of the Depositary for such Global Notes Security or Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by set forth in Section 2.6(e)2.03. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the such Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security 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 holder of any NoteSecurity. (b) Transfers of a Global Note Security shall be limited to transfers of such Global Note Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners . (or c) If at any time the requesting Beneficial Owners in the case of clause (ii) immediately below) in Depositary for a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures series of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary Securities notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes such series or if at any time the Depositary ceases to for such series shall no longer be a “clearing agency” registered or in good standing under the Exchange Act Act, or other applicable statute or regulation, and a successor depositary Depositary for such series is not appointed by the Company within ninety (90) 90 days of after the Company receives such notice or (ii) an Event becomes aware of Default of which a Responsible Officer of such condition, as the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of case may be, this Section, such Global Note Section 2.02 shall no longer be deemed to be surrendered applicable to the Trustee for cancellation, Securities of such series and the Company shall executewill execute and, subject to Section 3.06, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the Trustee shall authenticate and deliver, to each Beneficial Owner identified by principal amount of the Depositary Global Security of such series in exchange for its beneficial interest in such Global Note Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.02 shall no longer apply to the Securities of such series. In such event the Company will execute and, subject to Section 3.06, the Trustee, upon receipt of an equal Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of Certificated Notes the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.02(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each This Section 2.11 shall apply only to a Global Note constituting a Restricted Note Security deposited with or on behalf of the Depositary. The Issuer shall execute and the Trustee shall, in accordance with this Section 2.11 and the written order of the Issuer, authenticate and deliver initially one or more Global Securities that (i) shall be registered in the name of the Depositary for such Global Notes Cede & Co. or the other nominee of such Depositary, Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as Note Custodian custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary and (iii) bear legends as required by Section 2.6(e)the Trustee. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, Depositary or by the Trustee as its custodian, the custodian of the Depositary or under the such Global NoteSecurity, 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 such Global Note Security 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 of such Depositary governing the exercise of the rights of a Holder of any Note. (b) Transfers holder of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in any Global Security. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominationsprocedures or to monitor or enforce compliance with the same. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for the Depositary and (iii) bear legends as required by set forth on the face of the form of Security in Section 2.6(e)2.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Security 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 NoteHolder. (b) Transfers of a the Global Note Securities 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 (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with Section 2.16 and the rules and procedures of the DepositaryDepositary and the provisions of Section 3.10. In addition, Certificated Notes Physical Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in the Global Securities 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 the such Global Notes Security or the Depositary ceases (ii) has ceased to be a “clearing agency” agency registered under the Exchange Act and a when the Depositary is required to be so registered to act as such Depositary and, in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within ninety (90) 90 days of such notice notification or of the Company becoming aware of such event or (iiB) there shall have occurred and be continuing an Event of Default of which a Responsible Officer of with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 5.02 and the Trustee has actual notice has occurred requests that Physical Securities be issued; provided that Holders of Physical Securities offered and is continuing and sold in reliance on Rule 144A shall have the Registrar has received a right, subject to applicable law, to request from that such Securities be exchanged for interests in the Depositary or a Beneficial Owner in a applicable Global Note to issue such Certificated NotesSecurity. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Security to beneficial owners pursuant to paragraph (b), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the Principal Amount of the Global Security in an amount equal to the Principal Amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount. (d) In connection with the transfer of the entire Global Note Security to beneficial owners pursuant to clause paragraph (b) of this Section), such the Global Note Security 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Security, an equal aggregate principal amount Principal Amount of Certificated Notes Physical Securities of authorized denominationsdenominations and the same tenor. (e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (c) of Section 3.10, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02. (f) The registered holder Holder of a the Global Note Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section SECTION 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section SECTION 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has shall have occurred and is continuing and the Registrar has shall have received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of 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, 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall shall, upon the written order of the Issuer signed by an Officer of the Issuer, authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (e) Each Global Note shall bear the Global Note Legend on the face thereof. (f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

Book-Entry Provisions for Global Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for the Depositary and (iii) bear legends as required by set forth on the face of the form of Security in Section 2.6(e)2.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Security 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 NoteHolder. (b) Transfers of a the Global Note Securities 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 (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes Physical Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in the Global Securities 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 the such Global Notes Security or the Depositary ceases (ii) has ceased to be a “clearing agency” agency registered under the Exchange Act and a when the Depositary is required to be so registered to act as such Depositary and, in both such cases, no successor depositary is not Depositary shall have been appointed by the Company within ninety (90) 90 days of such notice notification or of the Company becoming aware of such event, (iiB) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Outstanding Securities of which a Responsible Officer of such series shall have become due and payable pursuant to Section 5.02 and the Trustee has actual notice requested that Physical Securities be issued or (C) the Company has occurred and is continuing and the Registrar has received a request from decided to discontinue use of book-entry transfers through the Depositary (or a Beneficial Owner in a Global Note to issue such Certificated Notessuccessor Depositary). (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Security to beneficial owners pursuant to paragraph (b), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount. (d) In connection with the transfer of the entire Global Note Security to beneficial owners pursuant to clause paragraph (b) of this Section), such the Global Note Security 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Security, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominationsdenominations and the same tenor. (de) Any Global Security issued hereunder shall bear a legend in substantially the following form: “This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security may not be exchanged in whole or in part for a security registered, and no transfer of this security in whole or in part may be registered, in the name of any person other than such Depositary or a nominee thereof, except in the limited circumstances described in the Indenture.” (f) The registered holder Holder of a the Global Note Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (g) Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 3.01, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. (h) Except as provided in Section 3.09(g), the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of Outstanding Securities of such series represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global Security, 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners Beneficial Owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for the Depositary and (iii) bear legends as required by set forth on the face of the form of Security in Section 2.6(e)2.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Security 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 NoteHolder. (b) Transfers of a the Global Note Securities 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 (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with Section 2.16 and the rules and procedures of the DepositaryDepositary and the provisions of Section 3.09. In addition, Certificated Notes Physical Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in the Global Securities if (A) such Depositary has notified the Company that the Depositary (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Security or the Depositary ceases (ii) has ceased to be a “clearing agency” agency registered under the Exchange Act and a when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor depositary is not Depositary shall have been appointed by the Company within ninety (90) 90 days of such notice or notification, (iiB) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 10.02 and the Trustee requests that Physical Securities be issued or (C) the Company, at its option, notifies the Trustee that it elects to cause the issuance of which a Responsible Officer Physical Securities, subject to applicable procedures of the Trustee has actual notice has occurred Depositary; provided that Holders of Physical Securities offered and is continuing and sold in reliance on Rule 144A shall have the Registrar has received a right, subject to applicable law, to request from that such Securities be exchanged for interests in the Depositary or a Beneficial Owner in a applicable Global Note to issue such Certificated NotesSecurity. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Security to beneficial owners pursuant to paragraph (b) above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the Principal Amount of the Global Security in an amount equal to the Principal Amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount. (d) In connection with the transfer of the entire Global Note Security to beneficial owners pursuant to clause paragraph (b) of this Sectionabove, such the Global Note Security 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Security, an equal aggregate principal amount Principal Amount of Certificated Notes Physical Securities of authorized denominationsdenominations and the same tenor. (e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) above shall, except as otherwise provided by Section 3.09, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02. (f) The registered holder Holder of a the Global Note Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for the Depositary and (iii) bear legends as required by set forth on the face of the form of Security in Section 2.6(e)2.02. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Security 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 NoteHolder. (b) Transfers of a the Global Note Securities 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 (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with Section 2.16 and the rules and procedures of the DepositaryDepositary and the provisions of Section 3.10. In addition, Certificated Notes Physical Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in the Global Securities if (i) the such Depositary notifies has notified the Company that it the Depositary (A) is unwilling or unable to continue as Depositary for the such Global Notes Security or the Depositary ceases (B) has ceased to be a “clearing agency” agency registered under the Exchange Act and a when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor depositary is not Depositary shall have been appointed by the Company within ninety (90) 90 days of such notice or notification, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Outstanding Securities shall have become due and payable pursuant to Section 7.02 and the Trustee requests that Physical Securities be issued or (iii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of which a Responsible Officer Physical Securities, subject to applicable procedures of the Trustee has actual notice has occurred Depositary; provided that Holders of Physical Securities offered and is continuing and sold in reliance on Rule 144A shall have the Registrar has received a right, subject to applicable law, to request from that such Securities be exchanged for interests in the Depositary or a Beneficial Owner in a applicable Global Note to issue such Certificated NotesSecurity. (c) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Security to beneficial owners pursuant to paragraph (b) above, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the Principal Amount of the Global Security in an amount equal to the Principal Amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount. (d) In connection with the transfer of the entire Global Note Security to beneficial owners pursuant to clause paragraph (b) of this Sectionabove, such the Global Note Security 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Security, an equal aggregate principal amount Principal Amount of Certificated Notes Physical Securities of authorized denominationsdenominations and the same tenor. (e) Any Physical Security constituting a Restricted Security delivered in exchange for an interest in the Global Security pursuant to paragraph (c) or (d) above shall, except as otherwise provided by paragraph (c) of Section 3.10, bear the legend regarding transfer restrictions applicable to the Physical Securities set forth on the face of the form of Security in Section 2.02. (f) The registered holder Holder of a the Global Note Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for the Depositary and (iii) bear legends as required by set forth on the face of the form of Security in accordance with Section 2.6(e). 3.01. (b) Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Security 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 NoteHolder. (bc) Transfers of a the Global Note Securities 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 (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note Security may be transferred or exchanged, in whole or in part, for Physical Securities in accordance with Section 2.16 and the rules and procedures of the DepositaryDepositary and the provisions of Section 3.11. In addition, Certificated Notes Physical Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in the Global Securities 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 the such Global Notes Security or the Depositary ceases (ii) has ceased to be a “clearing agency” agency registered under the Exchange Act and a when the Depositary is required to be so registered to act as such Depositary and, in either such case, no successor depositary is not Depositary shall have been appointed by the Company within ninety (90) 90 days of such notice notification or of the Company becoming aware of such event; or (iiB) there shall have occurred and be continuing an Event of Default of which a Responsible Officer of with respect to such Global Security and the Securities then Outstanding shall have become due and payable pursuant to Section 5.02 and the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notesrequests that Physical Securities be issued. (d) In connection with any transfer or exchange of a portion of the beneficial interest in the Global Security to beneficial owners pursuant to clause (c) of this Section 3.10, the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the Principal Amount of the Global Security in an amount equal to the Principal Amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount. (e) In connection with the transfer of the entire Global Note Security to beneficial owners pursuant to clause (bc) of this SectionSection 3.10, such the Global Note Security 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Security, an equal aggregate principal amount Principal Amount of Certificated Notes Physical Securities of authorized denominationsdenominations and the same tenor. (df) [RESERVED]. (g) The registered holder of a the Global Note Securities may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (h) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payment to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee may rely on information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Book-Entry Provisions for Global Securities. (aA) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such the Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for the Depositary and (iii) bear legends as required by set forth in Section 2.6(e2.17 (subject to Section 2.02). Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Security 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 MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any NoteSecurity. (bB) Transfers of a Global Note Securities 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 (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes one or more Physical Securities shall be transferred to all Beneficial Owners beneficial owners, as identified by the Depositary, in exchange for their beneficial interests in Global Securities only if (i) the Depositary notifies the Company that it the Depositary is unwilling or unable to continue as Depositary depositary for the any Global Notes Security, or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and Act, and, in either case, a successor depositary Depositary is not appointed by the Company within ninety (90) days of such notice or cessation or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from the Depositary or a Beneficial Owner in a Global Note beneficial owner of the relevant Securities to issue such Certificated NotesPhysical Securities. (cC) In connection with the transfer of the entire a Global Note Security in its entirety to beneficial owners pursuant to clause (b) of this SectionSection 2.15(B), such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, to each Beneficial Owner beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note Security, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominations. (dD) Any Physical Security delivered in exchange for an interest in a Global Security that bears the Security Private Placement Legend pursuant to Section 2.15(B) shall, except as otherwise provided by Section 2.16, bear the Security Private Placement Legend. (E) The registered holder Holder of a any Global Note Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interest interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (F) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on the transfer of any interest in any Securities imposed under this Indenture or under applicable law (including any transfers between or among Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (G) None of the Trustee or any Securities Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Securities. Except as indicated below in this Section 2.15, the Notes shall be represented only by Global Securities. The Global Securities shall be deposited with a Depositary for such Notes or its custodian (ainitially, the Trustee) Each Global Note constituting a Restricted Note (and shall (i) be registered in the name of such Depositary or its nominee). The Depositary for the Notes shall be DTC unless the Company appoints a successor Depositary by delivery of a Company Order to the Trustee specifying such successor Depositary. All payments on a Global Security will be made to DTC or its nominee, as the case may be, as the registered owner and Holder of such Global Security. In each case, the Company will be fully discharged by payment to or to the order of such Depositary from any responsibility or liability in respect of each amount so paid. Upon receipt of any such payment in respect of a Global Security, DTC will credit Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of DTC. Unless and until it is exchanged in whole or in part for Physical Notes, in accordance with this Section 2.15, a Global Security may not be transferred except as a whole by the relevant Depositary or nominee thereof to another nominee of the Depositary for such Global Notes or the to a successor of Depositary or a nominee of such Depositarysuccessor. Owners of beneficial interests in Global Securities shall be entitled or required, (ii) be delivered to as the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members ofcase may be, or participants in, the 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 but only 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note circumstances described in whole, but not in partthis Section 2.15, to the Depositary, its successors or their respective nomineesreceive physical delivery of Physical Notes. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes Security shall be transferred to all Beneficial Owners in exchange exchangeable or transferable, as the case may be, for their beneficial interests Physical Notes if (i) the Depositary DTC notifies the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Security, or the Depositary DTC ceases to be a “clearing agencyClearing Agency” registered under the United States Securities Exchange Act of 1934, and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing with respect thereto and the Registrar has received owner of a request from beneficial interest therein requests such exchange or transfer. Upon the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer occurrence of any of the entire Global Note to beneficial owners pursuant to clause (b) of this Sectionevents described in the preceding sentence, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and cause the Trustee shall authenticate and deliver, appropriate Physical Notes to each Beneficial Owner identified by be delivered to the Depositary owners of beneficial interests in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture Securities or the NotesParticipants in DTC through which such owners hold their beneficial interest. Physical Notes shall be exchangeable or transferable for interests in other Physical Notes as described herein.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note Security authenticated under this Indenture shall (i) be registered in the name of the Depositary Depository designated for such Global Notes Security or the a nominee of such Depositary, (ii) be thereof and delivered to the Trustee as Note Custodian such Depository or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture (iiib) bear legends as required by Section 2.6(e). Members of, or direct or indirect participants in, the Depositary Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global NoteSecurity, 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 such the Global Note Security 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 (which may be in electronic form) 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 NoteSecurity. (bc) Transfers of a Global Note Securities shall be limited to transfers of such Global Note transfer in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners beneficial owners in the case Global Securities of clause (ii) immediately below) in a Global Note any series may be transferred or exchanged for Physical Securities of such series in accordance with Section 2.16 and the rules and procedures of the DepositaryDepository. In addition, Certificated Notes a Global Security shall be transferred to all Beneficial Owners in exchange exchangeable for their beneficial interests Physical Securities if (i) the Depositary Depository (x) notifies the Company that it is unwilling or unable to continue as Depositary depository for the such Global Notes Security or the Depositary ceases (y) has ceased to be a “clearing agency” agency registered under the Exchange Act and Act, and, with respect to (x) or (y), the Company thereupon fails to appoint a successor depositary is not appointed by the Company depository within ninety (90) 90 days of such notice or cessation, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of such Physical Securities in exchange for any or all of the Securities of any series represented by the Global Securities of such series or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of which a Responsible Officer any series. In all cases, Physical Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner Depository (in a Global Note to issue such Certificated Notesaccordance with its customary procedures). (cd) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Security of such series in an amount equal to the principal amount of the beneficial interest in the Global Security of such series to be transferred, and the Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and make available for delivery, one or more Physical Securities of like tenor and amount. (e) In connection with the transfer of the entire Global Note Securities of any series as an entirety to beneficial owners pursuant to clause paragraph (b) ), the Global Securities of this Section, such Global Note series 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 beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global Securities of such Global Note series, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominations. (df) Any beneficial interest in one of the Global Securities of any series that is transferred to a Person who takes delivery in the form of an interest in another Global Security of such series shall, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (g) The registered holder Holder of a any Global Note Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e)the global legend included on the Form of Global Security set forth in Exhibit A hereto. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the any Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Security 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 impairimpairing, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteSecurity. (ba) Transfers of a the Global Note Securities 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 (or the requesting Beneficial Owners beneficial owners in the case of clause (ii) immediately below) in a Global Note Securities may be transferred or exchanged in accordance with Section 2.16 and the rules and procedures Applicable Procedures of the Depositary. In addition, Certificated Notes Securities in the form of certificated Securities in registered form in substantially the form set forth in Exhibit A hereto without the global legend (the “Physical Securities”) shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in the Global Securities if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act Securities and a successor depositary Depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Security Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue Physical Securities. (b) Any beneficial interest in one of the Global Securities that is transferred to a Person who takes delivery in the form of an interest in another Global Security shall, upon transfer, cease to be an interest in such Certificated Notesfirst Global Security and become a beneficial interest in such other Global Security and, accordingly, shall thereafter be subject to all transfer restrictions, if any, and other procedures applicable to a beneficial interest in such other Global Securities for as long as it remains such an interest. (c) In connection with the any transfer or exchange of a portion of the entire beneficial interest in the Global Note Security to beneficial owners pursuant to clause paragraph (b), the Security Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of this Sectionthe Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, such and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and aggregate principal amount. (d) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to paragraph (b), the Global Securities 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Securities, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominations. (d) . The registered holder Holder of a Global Note Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note Security initially shall (i) be registered in the name of the Depositary for such Global Notes Security or the nominee of such Depositary, (ii) be delivered to deposited with, or on behalf of, the Depositary or with the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends indicated on the form of Security attached hereto as required by Section 2.6(e). Exhibit A. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the such Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security 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 shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any NoteSecurity. (b) Transfers Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Note shall Security in whole or in part may be limited to transfers registered, in the name of any Person other than the Depositary for such Global Note in whole, but not in part, to the Depositary, its successors Security or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if nominee thereof unless (i) the such Depositary notifies (A) has notified the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Security or the Depositary ceases (B) has ceased to be a “clearing agency” agency registered as such under the Exchange Act Act, and in either case the Company fails to appoint a successor depositary is not appointed by the Company within ninety (90) days of such notice or Depositary, (ii) the Company, at its option, executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Securities in certificated form and that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of which a Responsible Officer time or both would be an Event of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Default with respect to such Global Note to issue such Certificated NotesSecurity. (c) In If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article Two. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article Two or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to this Section 2.14(c) and as otherwise provided in this Article Two, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the transfer occurrence of any of the entire Global Note to beneficial owners pursuant to clause (b) of this Sectionevents specified in the preceding paragraph, such Global Note the Company shall be deemed to be surrendered promptly make available to the Trustee for cancellation, and a reasonable supply of Securities that are not in the Company shall execute, and the form of Global Securities. The Trustee shall authenticate and deliverbe entitled to rely upon any order, to each Beneficial Owner identified by direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Two if such order, direction or request is given or made in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominationsaccordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Two or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) The Depositary or its nominee, as registered holder owner of a Global Note may grant proxies Security, shall be the Holder of such Global Security for all purposes under the Indenture and otherwise authorize the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any personsuch owner's beneficial interest in a Global Security will be shown only on, including Agent Members and persons that may hold the transfer of such interest through shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note Security authenticated under this Indenture shall (i) be registered in the name of the Depositary Depository designated for such Global Notes Security or the a nominee of such Depositary, (ii) be thereof and delivered to the Trustee as Note Custodian such Depository or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (iiib) bear legends as required by Section 2.6(e). Members of, or direct or indirect participants in, the Depositary Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global NoteSecurity, 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 such the Global Note Security 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 (which may be in electronic form) 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 NoteSecurity. (bc) Transfers of a Global Note Securities shall be limited to transfers of such Global Note transfer in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners beneficial owners in the case Global Securities of clause (ii) immediately below) in a Global Note any series may be transferred or exchanged for Physical Securities of such series in accordance with Section 2.16 and the rules and procedures of the DepositaryDepository. In addition, Certificated Notes a Global Security shall be transferred to all Beneficial Owners in exchange exchangeable for their beneficial interests Physical Securities if (i) the Depositary Depository (x) notifies the Company that it is unwilling or unable to continue as Depositary depository for the such Global Notes Security or the Depositary ceases (y) has ceased to be a “clearing agency” agency registered under the Exchange Act and Act, and, with respect to (x) or (y), the Company thereupon fails to appoint a successor depositary is not appointed by the Company depository within ninety (90) 90 days of such notice or cessation, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of such Physical Securities in exchange for any or all of the Securities of any series represented by the Global Securities of such series or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of which a Responsible Officer any series. In all cases, Physical Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered in the names, and issued in any authorized denominations, requested by or on behalf of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner Depository (in a Global Note to issue such Certificated Notesaccordance with its customary procedures). (cd) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners pursuant to Section 2.16(c), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Security of such series in an amount equal to the principal amount of the beneficial interest in the Global Security of such series to be transferred, and the Company shall execute, and the Trustee shall upon receipt of a Company Order authenticate and make available for delivery, one or more Physical Securities of like tenor and amount. (e) In connection with the transfer of the entire Global Note Securities of any series as an entirety to beneficial owners pursuant to clause (b) Section 2.16(c), the Global Securities of this Section, such Global Note series 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 beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global Securities of such Global Note series, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominations. (df) Any beneficial interest in one of the Global Securities of any series that is transferred to a Person who takes delivery in the form of an interest in another Global Security of such series shall, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (g) The registered holder Holder of a any Global Note Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each Transfer Restricted Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants Participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners Beneficial Owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of an Issuer Order authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold an interest 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section SECTION 2.6(e). Members of, or participants in, the 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 CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of 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, 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section SECTION 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has shall have occurred and is continuing and the Registrar has shall have received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this SectionSECTION 2.6, such Global Note 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 such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or Cede & Co., as the nominee of such DepositaryThe Depository Trust Company, (ii) be delivered to the Trustee Registrar as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). set forth in Exhibit B. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee Registrar as its custodian, or under the Global NoteSecurity, 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 such the Global Note Security 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 NoteSecurity. (b) Transfers of a Global Note Securities 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 (or the requesting Beneficial Owners beneficial owners in the case of clause (ii) immediately below) in a Global Note Securities may be transferred or exchanged for Certificated Securities in accordance with Section 2.16 and the rules and procedures of the DepositaryDepositary and the provisions of Section 2.16. In addition, Certificated Notes Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depositary Issuer notifies the Company Registrar that it the Depositary is unwilling or unable to continue as Depositary for the any Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act Security and a successor depositary is not appointed by the Company Issuer within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and Issuer, at its option, notifies the Registrar has received a request from in writing that it elects to cause the Depositary or a Beneficial Owner issuance of Securities in a Global Note to issue such Certificated Notesdefinitive form under this Indenture. (c) In connection with the any transfer or exchange of a portion of the entire beneficial interest in any Global Note Security to beneficial owners pursuant to clause paragraph (b), the Registrar shall (if one or more Certificated Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of this Sectionthe Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, such and the Issuer shall execute, and the Trustee shall authenticate and cause to be delivered, one or more Certificated Securities of like tenor and amount. (d) In connection with the transfer of Global Note Securities as an entirety to beneficial owners pursuant to the second sentence of paragraph (b), the Global Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, cause to be delivered to each Beneficial Owner beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Securities, an equal aggregate principal amount of Certificated Notes Securities of authorized denominations. (e) Any Certificated Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and (z) of Section 2.16, bear the legend regarding transfer restrictions applicable to the Certificated Securities set forth on the face of the form of Security in Exhibit A-1. (f) The registered holder Holder of a any Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) . Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners beneficial owners (or the requesting Beneficial Owners beneficial owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner beneficial owner in a Global Note to issue such Certificated Notes. In addition, the Company may notify the Depositary, at any time, that Certificated Notes shall be promptly transferred to all beneficial owners in exchange for their beneficial interests. (cb) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (dc) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners beneficial owners (or the requesting beneficial owners, in the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from any beneficial owner of an interest in the Depositary or a Beneficial Owner in a Global Note (subject to the fourth paragraph of Section 2.1(c) hereof) to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (e) Each Global Note shall bear the Global Note Legend on the face thereof. (f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has shall have occurred and is continuing and the Registrar has shall have received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such the Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for the Depositary and (iii) bear legends as required by set forth in Section 2.6(e)2.17. Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global NoteSecurity, and the Depositary may be treated by the Company, Company and the Trustee and any agent of the Company or and the Trustee as the absolute owner of such the Global Note Security for all purposes whatsoever. Notwithstanding the foregoingforegoing provisions of this paragraph, 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 MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any NoteSecurity. (b) Transfers of a Global Note Securities 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 (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes Physical Securities shall be transferred to all Beneficial Owners beneficial owners, as identified by the Depositary, in exchange for their beneficial interests in Global Securities only if (i) the Depositary notifies the Company that it the Depositary is unwilling or unable to continue as Depositary depositary for the any Global Notes Security (or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and Act) and, in either case, a successor depositary Depositary is not appointed by the Company within ninety (90) days of such notice or cessation or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated NotesPhysical Securities. (c) In connection with the transfer of the entire a Global Note Security in its entirety to beneficial owners pursuant to clause (b) of this SectionSection 2.15(b), such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, to each Beneficial Owner beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note Security, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominations. (d) The registered holder Holder of a any Global Note Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interest interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants Participants in, the 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 CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of 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, 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within ninety one hundred and twenty (90120) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners Beneficial Owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall upon receipt of the Company Order authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (e) Each Global Note shall bear the Global Note Legend on the face thereof. (f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction. (g) General provisions relating to transfers and exchanges: (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14 and 9.5 hereto). (iii) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall, upon execution by the Issuer and authentication by the Trustee in accordance with the provisions hereof, be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange. (iv) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and neither the Trustee, any Agent nor the Issuer shall be affected by notice to the contrary. (vi) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2 hereof. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note. (vii) Each Holder agrees to provide indemnity to the Issuer and the Trustee satisfactory to the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (viii) The Trustee (whether as Trustee, Registrar or Paying Agent) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or Beneficial Owners of interests in any Global 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

Book-Entry Provisions for Global Securities. (a) Each Transfer Restricted Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e2.06(e). Members of, or participants Participants in, the 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 CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of 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, 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners Beneficial Owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall upon receipt of an Issuer Order authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold an interest 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 Securities. (aA) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such the Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for the Depositary and (iii) bear legends as required by set forth in Section 2.6(e‎2.17 (subject to Section ‎2.02). Members of, or participants in, the Depositary (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such the Global Note Security 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 MembersParticipants, the operation of customary practices governing the exercise of the rights of a Holder of any NoteSecurity. (bB) Transfers of a Global Note Securities 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 (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes one or more Physical Securities shall be transferred to all Beneficial Owners beneficial owners, as identified by the Depositary, in exchange for their beneficial interests in Global Securities only if (i) the Depositary notifies the Company that it the Depositary is unwilling or unable to continue as Depositary depositary for the any Global Notes Security, or the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and Act, and, in either case, a successor depositary Depositary is not appointed by the Company within ninety (90) days of such notice or cessation or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from the Depositary or a Beneficial Owner in a Global Note beneficial owner of the relevant Securities to issue such Certificated NotesPhysical Securities. (cC) In connection with the transfer of the entire a Global Note Security in its entirety to beneficial owners pursuant to clause (b) of this SectionSection ‎2.15‎(B), such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and deliver, to each Beneficial Owner beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note Security, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominations. (dD) Any Physical Security delivered in exchange for an interest in a Global Security that bears the Security Private Placement Legend pursuant to Section ‎2.15‎(B) shall, except as otherwise provided by Section ‎2.16, bear the Security Private Placement Legend. (E) The registered holder Holder of a any Global Note Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interest interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (F) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on the transfer of any interest in any Securities imposed under this Indenture or under applicable law (including any transfers between or among Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (G) None of the Trustee or any Securities Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note Security initially shall (i) be registered in the name of the Depositary for such Global Notes or the a nominee of such the Depositary, (ii) be delivered to the Trustee Trustee, as Note Custodian custodian for the Depositary or its nominee and (iii) bear legends as required set forth in Section 2.05. Interests in the Regulation S Global Security may be held by Section 2.6(e). Members any member of, or participants in, the Depositary Depositary, including Euroclear and Clearstream, Luxembourg (collectively, the “Agent Members”) ). Agent Members shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee either of them as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trusteeeither 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 NoteGlobal Security. (b) Transfers Except as provided in Section 2.08, transfers of a Global Note Security shall be limited to transfers of such Global Note Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note Security may be transferred transferred, and transfers increasing or decreasing the aggregate principal amount of Global Securities may be conducted only in accordance with Section 2.16 and the rules and procedures of the DepositaryDepositary and, to the extent relevant, the provisions of Section 2.08. In addition, physical certificated Securities (“Certificated Notes Securities”) in registered form shall be transferred delivered to all Beneficial Owners beneficial owners in exchange for their beneficial interests the Rule 144A Global Security or Regulation S Global Security, as the case may be, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Rule 144A Global Security or Regulation S Global Security, as the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act case may be, and a successor depositary is not appointed by the Company within ninety (90) 90 days of such notice notice, (ii) either Euroclear or Clearstream, Luxembourg or a successor clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so, or (iiiii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing continuing. Upon receipt of such notice from DTC, Euroclear, Clearstream, Luxembourg or the Trustee, as the case may be, the Company will use its best efforts to make arrangements for the exchange of interests in the relevant Global Security for Certificated Securities and cause the requested Certificated Securities to be registered in the name of the beneficial owners, and executed and delivered to the Paying and Transfer Agents in sufficient quantities for delivery to beneficial owners. A Certificated Security may be transferred in whole or in part (in a principal amount equal to the minimum authorized denomination or any integral multiple thereof) by surrendering such Certificated Security to be transferred, together with an executed instrument or assignment of transfer, at the Agent Office in New York and (so long as the Securities are listed on the Singapore Exchange Securities Trading Limited (the “Singapore Stock Exchange”) and the Registrar has received rules of the exchange so require) the Paying and Transfer Agent in Singapore. In the case of a permitted transfer of only part of a Certificated Security, a new Certificated Security in respect of the balance not transferred will be issued to the transferor. Each new Certificated Security to be issued upon the transfer of a Certificated Security will, upon the effective receipt of a duly completed form of transfer by a Paying and Transfer Agent at its respective specified office, be available for delivery three business days after issuance at such specified office, or at the request from of the Depositary Holder requesting such transfer, will be mailed at the risk of the transferee entitled to the new Certificated Security to such address as may be specified in such duly completed form of transfer. The transfer of the Certificated Securities will be effected without charge by or a Beneficial Owner on behalf of the Company or any Paying and Transfer Agent but against such indemnity as the Company or the Paying and Transfer Agent may require in a Global Note to issue respect of any tax or other duty of whatever nature which may be levied or imposed in connection with such Certificated Notestransfer. (c) Any beneficial interest in one of the Global Securities that is transferred to a Person who takes delivery in the form of an interest in the other Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (d) In connection with the transfer of the an entire Rule 144A Global Note Security or Regulation S Global Security to beneficial owners pursuant to clause (b) of this SectionSection 2.07(b), such the Rule 144A Global Note Security or Regulation S Global Security, 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such Rule 144A Global Note Security or Regulation S Global Security, as the case may be, an equal aggregate principal amount of Certificated Notes Securities of authorized denominations. (de) Any Certificated Security delivered in exchange for an interest in a Rule 144A Global Security pursuant to Section 2.07(b) or 2.07(d) shall, except as otherwise provided by 2.08 (c), bear the Securities Act Legend. (f) The registered holder Holder of a Global Note Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (g) As long as the Securities Outstanding are represented by one or more Global Securities, the Company shall pay or cause to be paid the principal of and interest and premium (if any) on, such Global Securities to the Holder thereof or a single nominee of the Holder, or, at the option of the Company, to such other Persons as the Holder thereof may designate, by wire transfer of immediately available funds on the date such payments are due; provided that the Paying Agent shall have received funds from the Company by 10:00 A.M. New York time on such payment date. The Trustee and Paying Agent shall have no obligation to make any payment on the Securities hereunder prior to the confirmed receipt by it of all funds required to make such payment in its entirety.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note Security authenticated under this Indenture shall (i) be registered in the name of the Depositary Depository designated for such Global Notes Security or the a nominee of such Depositary, (ii) be thereof and delivered to the Trustee as Note Custodian such Depository or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (iiib) bear legends as required by Section 2.6(e). Members of, or direct or indirect participants in, the Depositary Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the Global NoteSecurity, 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 such the Global Note Security 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 (which may be in electronic form) 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 NoteSecurity. (bc) Transfers of a Global Note Securities shall be limited to transfers of such Global Note transfer in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners beneficial owners in the case Global Securities of clause (ii) immediately below) in a Global Note any series may be transferred or exchanged for Physical Securities of such series in accordance with Section 2.16 and the rules and procedures of the DepositaryDepository. In addition, Certificated Notes a Global Security shall be transferred to all Beneficial Owners in exchange exchangeable for their beneficial interests Physical Securities if (i) the Depositary Depository (x) notifies the Company that it is unwilling or unable to continue as Depositary depository for the such Global Notes Security or the Depositary ceases (y) has ceased to be a “clearing agency” agency registered under the Exchange Act and Act, and, with respect to (x) or (y), the Company thereupon fails to appoint a successor depositary is not appointed by the Company depository within ninety (90) 90 days of such notice or cessation, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of such Physical Securities in exchange for any or all of the Securities of any series represented by the Global Securities of such series or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of which a Responsible Officer any series. In all cases, Physical Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner Depository (in a Global Note to issue such Certificated Notesaccordance with its customary procedures). (cd) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners pursuant to paragraph (b), the Registrar shall (if one or more Physical Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Security of such series in an amount equal to the principal amount of the beneficial interest in the Global Security of such series to be transferred, and the Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and make available for delivery, one or more Physical Securities of like tenor and amount. (e) In connection with the transfer of the entire Global Note Securities of any series as an entirety to beneficial owners pursuant to clause paragraph (b) ), the Global Securities of this Section, such Global Note series 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 beneficial owner identified by the Depositary Depository in writing in exchange for its beneficial interest in the Global Securities of such Global Note series, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominations. (df) Any beneficial interest in one of the Global Securities of any series that is transferred to a Person who takes delivery in the form of an interest in another Global Security of such series shall, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and, accordingly, shall thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (g) The registered holder Holder of a any Global Note Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (h) None of the Company, the Trustee, any Paying Agent or any Registrar will have any responsibility or liability for any aspect of Depository records relating to, or payments made on account of, beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any Depository records relating to such beneficial ownership interests, or for transfers of beneficial interests in the Securities or any transactions between the Depositary and beneficial owners.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners Beneficial Owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in- terest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each Global Note constituting a Restricted Note Security initially shall (i) be registered in the name of the Depositary for such Global Notes Security or the nominee of such Depositary, (ii) be delivered to deposited with, or on behalf of, the Depositary or with the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by set forth in Section 2.6(e)202. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the such Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security 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 shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any NoteSecurity. (b) Transfers Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Note shall Security in whole or in part may be limited to transfers registered, in the name of any Person other than the Depositary for such Global Note in whole, but not in part, to the Depositary, its successors Security or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if nominee thereof unless (i) the such Depositary notifies (A) has notified the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Security or the Depositary ceases (B) has ceased to be a “clearing agency” agency registered as such under the Exchange Act Act, and in either case the Company fails to appoint a successor depositary is not appointed by the Company within ninety (90) days of such notice or Depositary, (ii) the Company, at its option, executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Securities in certificated form and that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of which a Responsible Officer time or both would be an Event of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Default with respect to such Global Note to issue such Certificated NotesSecurity. (c) In If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to this Section 306(c) and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the transfer occurrence of any of the entire Global Note to beneficial owners pursuant to clause (b) of this Sectionevents specified in the preceding paragraph, such Global Note the Company shall be deemed to be surrendered promptly make available to the Trustee for cancellation, and a reasonable supply of Securities that are not in the Company shall execute, and the form of Global Securities. The Trustee shall authenticate and deliverbe entitled to rely upon any order, to each Beneficial Owner identified by direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominationsaccordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) The Depositary or its nominee, as registered holder owner of a Global Note may grant proxies and otherwise authorize any personSecurity, including Agent Members and persons that may hold interest through Agent Members, to take any action which a shall be the Holder is entitled to take of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or the Notesits nominee or its Agent Members.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (e) Each Global Note shall bear the Global Note Legend on the face thereof.

Book-Entry Provisions for Global Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositarythe Common Depository, as nominee of the Depository, (ii) be delivered to the Trustee common depository, as Note Custodian custodian for such Depository and (iii) bear legends as required by Section 2.6(e)set forth in Exhibit C hereto. Members of, or participants in, the Depositary Depository (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the DepositaryDepository, or the Trustee Common Depository, as its custodian, or under the such Global NoteSecurity, 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 such Global Note Security 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 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 beneficial owner of any NoteSecurity. (b) Transfers of a Global Note Securities shall be limited to transfers of such Global Note in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners beneficial owners in the case of clause (ii) immediately below) in a Global Note Securities may be transferred or exchanged for Physical Securities in accordance with Section 2.16 and the rules and procedures of the DepositaryDepository and the provisions of Section 2.16. In addition, Certificated Notes Physical Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for the any Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act Security and a successor depositary Depository is not appointed by the Company within ninety (90) 90 days of such notice or (ii) a Default or an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note Depository to issue such Certificated NotesPhysical Securities. (c) In connection with the transfer of the entire Global Note Securities as an entirety to beneficial owners pursuant to clause paragraph (b) of this SectionSection 2.15, such the Global Note Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and delivermake available for delivery, to each Beneficial Owner beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global Note Securities, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominations. (d) The registered holder of Any Physical Security constituting a Restricted Security delivered in exchange for an interest in a Global Note Security pursuant to paragraph (b) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend. (e) The Holder of any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interest interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or Cede & Co., as the nominee of such DepositaryThe Depository Trust Company, (ii) be delivered to the Trustee Registrar as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). the legend set forth in Exhibit B. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee Registrar as its custodian, or under the Global NoteSecurity, 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 such the Global Note Security 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 NoteSecurity. (b) Transfers of a Global Note Securities 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 (or the requesting Beneficial Owners beneficial owners in the case of clause (ii) immediately below) in a Global Note Securities may be transferred or exchanged for Certificated Securities in accordance with Section 2.16 and the rules and procedures of the DepositaryDepositary and the provisions of Section 2.16. In addition, Certificated Notes Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depositary Issuer notifies the Company Registrar that it the Depositary is unwilling or unable to continue as Depositary for the any Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act Security and a successor depositary is not appointed by the Company Issuer within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and Issuer, at its option, notifies the Registrar has received a request from in writing that it elects to cause the Depositary or a Beneficial Owner issuance of Securities in a Global Note to issue such Certificated Notesdefinitive form under this Indenture. (c) In connection with the any transfer or exchange of a portion of the entire beneficial interest in any Global Note Security to beneficial owners pursuant to clause paragraph (b), the Registrar shall (if one or more Certificated Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and cause to be delivered, one or more Certificated Securities of like tenor and amount. (d) In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15, such the Global Note Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, cause to be delivered to each Beneficial Owner beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Securities, an equal aggregate principal amount of Certificated Notes Securities of authorized denominations. (e) Any Certificated Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (c) or (d) The registered holder of a Global Note may grant proxies and otherwise authorize any personshall, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.except as

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Common Depositary for such Global Notes or the nominee of such Common Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Common Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the Common Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depositary, or the Trustee as its custodianNote Custodian, or under the Global Note, and the Common Depositary may will be treated by the Company, the Trustee Note Custodian and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Note Custodian or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Common Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Common Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners beneficial owners (or the requesting beneficial owners, in the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary Clearing System notifies the Company that it is unwilling or unable to continue as Depositary a Clearing System for the Global Notes or the Common Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary Clearing System is not appointed by the Company within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has received actual written notice at the Corporate Trust Office of the Trustee has occurred and is continuing and the Registrar has received a request from any beneficial owner of an interest in the Depositary or a Beneficial Owner in a Global Note (subject to the fourth paragraph of Section 2.1(c) hereof) to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this SectionSection 2.6, 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 beneficial owner identified by the Common Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (i) Each Global Note shall bear the Global Note Legend on the face thereof and (ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes bearing the Temporary Regulation S Notes Legend. (f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of 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, 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) interests in a Global Note may be transferred in accordance with Section 2.16 2.14 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners owners of a beneficial interest in exchange for their beneficial interests only if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notesnotice. (c) In connection with the transfer of the entire Global Note to owners of beneficial owners interests pursuant to clause (b) of this SectionSection 2.6, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall upon receipt of an Authentication Order authenticate and deliver, to each Beneficial Owner owner of a beneficial interest identified in writing by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons that may hold an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or any Note. (e) Each Global Note shall bear the Global Note Legend on the face thereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes bearing the Temporary Regulation S Notes Legend. (f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained by the Trustee and cancelled in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian at the direction of the Trustee, to reflect such reduction. (g) General provisions relating to transfers and exchanges, subject to Section 2.14: (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14 and 9.4 hereto). (iii) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall, upon execution by the Issuer and authentication by the Trustee in accordance with the provisions hereof, be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange. (iv) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any mailing of a notice of Notes selected for redemption under Section 3.2 and ending at the close of business on the day of mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, and neither the Trustee, any Agent nor the Issuer shall be affected by notice to the contrary. (vi) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note. (vii) Each Holder agrees to provide indemnity reasonably satisfactory to the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (viii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or owners of beneficial interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are 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.

Book-Entry Provisions for Global Securities. (a) Each Transfer Restricted Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e2.06(e). Members of, or participants Participants in, the 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 CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of 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, 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners Beneficial Owners pursuant to clause (b) of this SectionSection 2.06, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall upon receipt of an Issuer Order authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold an interest 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of 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, 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) interests in a Global Note may be transferred in accordance with Section 2.16 2.14 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners owners of a beneficial interest in exchange for their beneficial interests only if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notesnotice. (c) In connection with the transfer of the entire Global Note to owners of beneficial owners interests pursuant to clause (b) of this SectionSection 2.6, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall upon receipt of an Authentication Order authenticate and deliver, to each Beneficial Owner owner of a beneficial interest identified in writing by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons that may hold an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or any Note. (e) Each Global Note shall bear the Global Note Legend on the face thereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes bearing the Temporary Regulation S Notes Legend. (f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained by the Trustee and cancelled in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian at the direction of the Trustee, to reflect such reduction. (g) General provisions relating to transfers and exchanges, subject to Section 2.14: (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14 and 9.4 hereto). (iii) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall, upon execution by the Issuer and authentication by the Trustee in accordance with the provisions hereof, be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange. (iv) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any mailing of a notice of Notes selected for redemption under Section 3.2 and ending at the close of business on the day of mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. (v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, and neither the Trustee, any Agent nor the Issuer shall be affected by notice to the contrary. (vi) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note. (vii) Each Holder agrees to provide indemnity reasonably satisfactory to the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (viii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or owners of beneficial interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are 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.

Book-Entry Provisions for Global Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as Note Custodian custodian for such Depository and (iii) bear legends as required by Section 2.6(e)set forth in Exhibit C hereto. --------- Members of, or participants in, the Depositary Depository (“Agent Members”"Participants") shall ------------ have no rights under this Indenture with respect to any Global Note Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the such Global NoteSecurity, 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 such Global Note Security 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 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 NoteSecurity. (b) Transfers of a Global Note Securities shall be limited to transfers of such Global Note in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners beneficial owners in the case of clause (ii) immediately below) in a Global Note Securities may be transferred or exchanged for Certificated Securities in accordance with Section 2.16 and the rules and procedures of the DepositaryDepository and the provisions of Section 2.16. In addition, Certificated Notes Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depositary Depository (x) notifies the Company that it is unwilling or unable to continue as Depositary Depository for the any Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act Security and a successor depositary Depository is not appointed by the Company within ninety (90) 90 days of such notice 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 Certificated Notes or (iii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note Depository to issue such Certificated NotesSecurities. (c) In connection with the transfer of the entire Global Note Securities as an entirety to beneficial owners pursuant to clause paragraph (b) of this SectionSection 2.15, such the Global Note Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon written instructions from the Company authenticate and delivermake available for delivery, to each Beneficial Owner beneficial owner identified by the Depositary Depository in exchange for its beneficial interest in such the Global Note Securities, an equal aggregate principal amount of Certificated Notes Securities of authorized denominations. (d) The registered holder of Any Certificated Security constituting a Restricted Security delivered in exchange for an interest in a Global Note Security pursuant to paragraph (b) of this Section 2.15 shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend. (e) The Holder of any Global Security may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interest interests through Agent MembersParticipants, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note Security initially shall (i) be registered in the name of the Depositary for such Global Notes Security or the nominee of such Depositary, (ii) be delivered to deposited with, or on behalf of, the Depositary or with the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by set forth in Section 2.6(e)202. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the such Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security 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 shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any NoteSecurity. (b) Transfers Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Note shall Security in whole or in part may be limited to transfers registered, in the name of any Person other than the Depositary for such Global Note in whole, but not in part, to the Depositary, its successors Security or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if nominee thereof unless (i) the such Depositary notifies (A) has notified the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Security or the Depositary ceases (B) has ceased to be a “clearing agency” agency registered as such under the Exchange Act Act, and in either case the Company fails to appoint a successor depositary is not appointed by the Company Depositary within ninety (90) days of such notice or 90 days, (ii) the Company, at its option, executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Securities in certificated form and that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of which a Responsible Officer time or both would be an Event of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Default with respect to such Global Note to issue such Certificated NotesSecurity. (c) In If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to this Section 306(c) and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the transfer occurrence of any of the entire Global Note to beneficial owners pursuant to clause (b) of this Sectionevents specified in the preceding paragraph, such Global Note the Company shall be deemed to be surrendered promptly make available to the Trustee for cancellation, and a reasonable supply of Securities that are not in the Company shall execute, and the form of Global Securities. The Trustee shall authenticate and deliverbe entitled to rely upon any order, to each Beneficial Owner identified by direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominationsaccordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) The Depositary or its nominee, as registered holder owner of a Global Note may grant proxies and otherwise authorize any personSecurity, including Agent Members and persons that may hold interest through Agent Members, to take any action which a shall be the Holder is entitled to take of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or the Notesits nominee or its Agent Members.

Book-Entry Provisions for Global Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes or Cede & Co., as the nominee of such DepositaryThe Depository Trust Company, (ii) be delivered to the Trustee Registrar as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). the legend set forth in Exhibit B. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee Registrar as its custodian, or under the Global NoteSecurity, 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 such the Global Note Security 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 NoteSecurity. (b) Transfers of a Global Note Securities 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 (or the requesting Beneficial Owners beneficial owners in the case of clause (ii) immediately below) in a Global Note Securities may be transferred or exchanged for Certificated Securities in accordance with Section 2.16 and the rules and procedures of the DepositaryDepositary and the provisions of Section 2.16. In addition, Certificated Notes Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depositary Issuer notifies the Company Registrar that it the Depositary is unwilling or unable to continue as Depositary for the any Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act Security and a successor depositary is not appointed by the Company Issuer within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and Issuer, at its option, notifies the Registrar has received a request from in writing that it elects to cause the Depositary or a Beneficial Owner issuance of Securities in a Global Note to issue such Certificated Notesdefinitive form under this Indenture. (c) In connection with the any transfer or exchange of a portion of the entire beneficial interest in any Global Note Security to beneficial owners pursuant to clause paragraph (b), the Registrar shall (if one or more Certificated Securities are to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and cause to be delivered, one or more Certificated Securities of like tenor and amount. (d) In connection with the transfer of Global Securities as an entirety to beneficial owners pursuant to paragraph (b) of this SectionSection 2.15, such the Global Note Securities shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, cause to be delivered to each Beneficial Owner beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Securities, an equal aggregate principal amount of Certificated Notes Securities of authorized denominations. (e) Any Certificated Security constituting a Restricted Security delivered in exchange for an interest in a Global Security pursuant to paragraph (c) or (d) The registered holder shall, except as otherwise provided by paragraphs (a)(i)(x) and (z) of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.Section 2.16,

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by set forth in Section 2.6(e2.6(g). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “"clearing agency” " registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. (e) A Certificated Note may not be transferred or exchanged for a beneficial interest in a Global Note. (f) If at any time: (i) the Depositary for the Notes notifies AirGate that the Depositary is unwilling or unable to continue as Depositary for the Global Notes and a successor Depositary for the Global Notes is not appointed by AirGate within ninety (90) days after delivery of such notice; or (ii) AirGate, at its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes under this Indenture, then AirGate shall execute, and the Trustee shall, upon receipt of an authentication order in accordance with Section 2.2 hereof, authenticate and deliver, Certificated Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. (g) Each Global Security shall bear the following legends on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE. (h) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction.

Book-Entry Provisions for Global Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes Securities or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) as applicable, bear legends as set forth in Section 2.02; provided, however, that Global Securities bearing the legend required by under Section 2.6(e)2.02(a) hereof shall be certificated and held separately from Global Securities not containing such legend. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the any Global NoteSecurity, and the Depositary may be treated by the Company, the Guarantor, the Trustee and any agent of the Company Company, the Guarantor or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantor, the Trustee or any agent of the Company Company, the Guarantor 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 beneficial owner of any NoteSecurity. (b) Transfers of a Global Note Security shall be limited to transfers of such Global Note Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note Security may be transferred in accordance with Section 2.16 and the applicable rules and procedures of the DepositaryDepositary and the provisions of Section 2.08. In addition, Certificated Notes Physical Securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in a Global Security if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act Security and a successor depositary is not appointed by the Company within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request to the foregoing effect from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated NotesDepositary. (c) In connection with any transfer pursuant to paragraph (b) of this Section 2.07 of a portion of the beneficial interests in a Global Security to beneficial owners who are required to hold Physical Securities, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount. (d) In connection with the transfer of the an entire Global Note Security to beneficial owners pursuant to clause paragraph (b) of this SectionSection 2.07, such the Global Note Security 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such the Global Note Security an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominations. (de) Any Physical Security delivered to an Affiliated Holder in exchange for an interest in the Global Security pursuant to paragraph (b) or (c) of this Section 2.07 shall, except as otherwise provided by paragraph (a) or (c) of Section 2.08, bear the legend regarding transfer restrictions applicable to the Physical Security set forth in Section 2.02. (f) The registered holder of a Global Note Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note Security initially shall (i) be registered in the name of the Depositary for such Global Notes Security or the nominee of such Depositary, Depositary and (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends custodian for such Depositary. After the issuance of Exchange Securities under a Registered Exchange Offer, the Trustee shall have no duty to hold any Global Security as required by Section 2.6(e)custodian for the Depository or any other Security registered in the name of the Depository or a nominee of the Depository. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the any Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such any Global Note Security 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 shall 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 NoteSecurity. Except as otherwise provided herein, owners of beneficial interests in the U.S. Global Security will not be entitled to receive physical delivery of certificated Securities. After a transfer of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to the Initial Securities, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Private Placement Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer. (b) Transfers of a any Global Note Security shall be limited to transfers of such Global Note Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners beneficial owners in the case of clause (ii) immediately below) in a such Global Note Security may be transferred in accordance with Section 2.16 and the rules and procedures of the DepositaryDepositary and the provisions of Section 2.14. In additionIf required to do so pursuant to any applicable law or regulation, Certificated Notes shall be transferred to all Beneficial Owners beneficial owners may obtain Physical Securities in exchange for their beneficial interests in any Global Security upon written request in accordance with the Depositary's and the Registrar's procedures and compliance with any other applicable requirements of the Indenture (including of Section 2.06). In addition, Physical Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security upon surrender by the Depositary of such Global Security, for cancelation, if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Security or the Depositary ceases to be a “clearing agency” agency registered under the Exchange Act Act, at a time when the Depositary is required to be so registered in order to act as Depositary, and in each case a successor depositary is not appointed by the Company within ninety (90) 90 days of such notice or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause such Global Security to be so exchangeable or (iii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated NotesPhysical Securities. (c) In connection with the any transfer of a portion of the entire beneficial interest in any Global Note to beneficial owners Security pursuant to clause subsection (b) of this SectionSection to beneficial owners or other Persons who are to hold Physical Securities, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note shall be deemed to be surrendered Security in an amount equal to the Trustee for cancellationprincipal amount of the portion of the beneficial interest in such Global Security so transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount. (d) In connection with the transfer of an entire Global Security to beneficial owners pursuant to subsection (b) of this Section, the Company shall execute, and the Trustee shall authenticate and deliver, to each Beneficial Owner beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note Security, an equal aggregate principal amount of Certificated Notes Physical Securities of authorized denominations. (e) Any Physical Security delivered in exchange for an interest in any Global Security pursuant to subsection (c) or subsection (d) of this Section shall, except as otherwise provided by paragraph (g) of Section 2.14, bear the applicable legend regarding transfer restrictions applicable to the Physical Security set forth in Exhibit A. (f) The registered holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (g) The Company or the Trustee, in the discretion of either 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 a Global Security, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 11.08.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon receipt of an Issuers Order authenticate and deliver, to each Beneficial Owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (e) Each Global Note shall bear the Global Note Legend on the face thereof. (f) At such time as all beneficial interests in Global Notes have been exchanged for Certificated Notes, redeemed, repurchased or cancelled, all Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction. (g) General provisions relating to transfers and exchanges: (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Certificated Notes at the Registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.6, 4.10, 4.14, 4.16, 4.22 and 9.5 hereto). (iii) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall, upon execution by the Company and authentication by the Trustee in accordance with the provisions hereof, be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange. (iv) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of fifteen (15) days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and neither the Trustee, any Agent nor the Issuers shall be affected by notice to the contrary. (vi) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with the provisions of Section 2.2 hereof. Except as provided in Section 2.6(b), neither the Trustee nor the Registrar shall authenticate or deliver any Certificated Note in exchange for a Global Note. (vii) Each Holder agrees to provide reasonable indemnity to the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (viii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or Beneficial Owners of interests in any Global 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.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members of, or participants Participants in, the 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 CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of 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, 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests if (i) the Depositary notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company Issuer within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, such Global Note 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold an interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (e) Each Global Note shall bear the Global Note Legend on the face thereof.

Book-Entry Provisions for Global Securities. Except as indicated below in this Section 2.15, the Notes shall be represented only by Global Securities. The Global Securities shall be deposited with a Depositary for such Notes or its custodian (ainitially, the Trustee) Each Global Note constituting a Restricted Note (and shall (i) be registered in the name of such Depositary or its nominee). The Depositary for the Notes shall be DTC unless the Company appoints a successor Depositary by delivery of a Company Order to the Trustee specifying such successor Depositary. All payments on a Global Security will be made to DTC or its nominee, as the case may be, as the registered owner and Holder of such Global Security. In each case, the Company will be fully discharged by payment to or to the order of such Depositary from any responsibility or liability in respect of each amount so paid. Upon receipt of any such payment in respect of a Global Security, DTC will credit Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of DTC. Unless and until it is exchanged in whole or in part for Physical Notes, in accordance with this Section 2.15, a Global Security may not be transferred except as a whole by the relevant Depositary or nominee thereof to another nominee of the Depositary for such Global Notes or the to a successor of Depositary or a nominee of such Depositarysuccessor. Owners of beneficial interests in Global Securities shall be entitled or required, (ii) be delivered to as the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members ofcase may be, or participants in, the 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 but only 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note circumstances described in whole, but not in partthis Section 2.15, to the Depositary, its successors or their respective nomineesreceive physical delivery of Physical Notes. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes Security shall be transferred to all Beneficial Owners in exchange exchangeable or transferable, as the case may be, for their beneficial interests Physical Notes if (i) the Depositary DTC notifies the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Security, or the Depositary DTC ceases to be a “clearing agencyClearing Agency” registered under the United States Securities Exchange Act of 1934, and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing with respect thereto and the Registrar has received owner of a request from beneficial interest therein requests such exchange or transfer. Upon the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer occurrence of any of the entire Global Note to beneficial owners pursuant to clause (b) of this Sectionevents described in the preceding sentence, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and cause the Trustee shall authenticate and deliver, appropriate Physical Notes to each Beneficial Owner identified by be delivered to the Depositary owners of beneficial interests in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture Securities or the NotesParticipants in DTC or Euroclear and Clearstream through which such owners hold their beneficial interest. Physical Notes shall be exchangeable or transferable for interests in other Physical Notes as described herein.

Book-Entry Provisions for Global Securities. Except as indicated below in this Section 2.15, the Notes shall be represented only by Global Securities. The Global Securities shall be deposited with the a Depositary for such Notes or its custodian (ainitially, the Trustee) Each Global Note constituting a Restricted Note (and shall (i) be registered in the name of such Depositary or its nominee). The Depositary for the Notes shall be DTC unless the Company appoints a successor Depositary by delivery of a Company Order to the Trustee specifying such successor Depositary. All payments on a Global Security will be made to DTC or its nominee, as the case may be, as the registered owner and Holder of such Global Security. The Company will be fully discharged by payment to or to the order of such Depositary from any responsibility or liability in respect of each amount so paid. Upon receipt of any such payment in respect of a Global Security, DTC will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of DTC. Unless and until it is exchanged in whole or in part for Physical Notes, a Global Security may not be transferred except as a whole by the relevant Depositary or nominee thereof to another nominee of the Depositary for such Global Notes or the to a successor of Depositary or a nominee of such Depositarysuccessor. Owners of beneficial interests in Global Securities shall be entitled or required, (ii) be delivered to as the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members ofcase may be, or participants in, the 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 but only 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note circumstances described in whole, but not in partthis Section 2.15, to the Depositary, its successors or their respective nomineesreceive physical delivery of Physical Notes. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes Security shall be transferred to all Beneficial Owners in exchange exchangeable or transferable, as the case may be, for their beneficial interests Physical Notes if (i) the Depositary DTC notifies the Company that it is unwilling or unable to continue as Depositary for the such Global Notes or the Depositary Security, (ii) DTC ceases to be a “clearing agency” "Clearing Agency" registered under the Exchange Act Act, and a successor depositary is not appointed by the Company within ninety 120 days, (90iii) days the Company at its option notifies the Trustee in writing that it elects to cause the issuance of such notice Physical Notes, or (iiiv) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing with respect thereto and the Registrar has received owner of a request from beneficial interest therein requests such exchange or transfer. Upon the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer occurrence of any of the entire Global Note to beneficial owners pursuant to clause (b) of this Sectionevents described in the preceding sentence, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and cause the Trustee shall authenticate and deliver, appropriate Physical Notes to each Beneficial Owner identified by be delivered to the Depositary owners of beneficial interests in exchange for its beneficial interest in such the Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture Securities or the NotesParticipants in DTC through which such owners hold their beneficial interest. Physical Notes shall be exchangeable or transferable for interests in other Physical Notes as described herein.

Book-Entry Provisions for Global Securities. (a) Each The Global Note constituting a Restricted Note Securities initially shall (i) be registered in the name of the Depositary for such Global Notes Depository or the nominee of such DepositaryDepository, (ii) be delivered to the Trustee as Note Custodian custodian for such Depository and (iii) bear legends as required by Section 2.6(e)set forth in Exhibit C hereto. --------- Members of, or participants in, the Depositary Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the DepositaryDepository, or the Trustee as its custodian, or under the any Global NoteSecurity, 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 such the Global Note Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company Company, or the Trustee, Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Deposi- tory 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 NoteSecurity. (b) Transfers Transfer of a Global Note Securities shall be limited to transfers of such Global Note in whole, but not in part, to the DepositaryDepository, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners beneficial owners in the case of clause (ii) immediately below) in a Global Note Securities may not be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In additionor exchanged for physical securities, Certificated Notes except that physical securities shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests in Global Securities if (i) the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for the any Global Notes Security, or the Depositary ceases that it will cease to be a “clearing agency” registered "Clearing Agency" under the Exchange Act Act, and in either case a successor depositary Depository is not appointed by the Company within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a written request from the Depositary or a Beneficial Owner in a Global Note Depository to issue such Certificated Notesphysical securities. (c) In connection with the transfer Holder of the entire any Global Note to beneficial owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note Security may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interest interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions for Global Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section SECTION 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section SECTION 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has shall have occurred and is continuing and the Registrar has shall have received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this SectionSECTION 2.6, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has shall have occurred and is continuing and the Registrar has shall have received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian and (iii) bear legends as required by Section 2.6(e2.6(d). Members of, or participants in, the 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 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 Note. (b) . Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of Beneficial Owners beneficial owners (or the requesting Beneficial Owners beneficial owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners beneficial owners in exchange for their beneficial interests if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner beneficial owner in a Global Note to issue such Certificated Notes. In addition, the Company may notify the Depositary, at any time, that Certificated Notes shall be promptly transferred to all beneficial owners in exchange for their beneficial interests. (cb) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (ba) of this Section, 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 beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (dc) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each Global Note constituting a Restricted Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e). Members of, or participants in, the 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 custodianNote Custodian, or under the Global Note, and the Depositary may will be treated by the Company, the Trustee Note Custodian and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee Note Custodian 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 Note. (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective the irrespective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) beneficial owners in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners beneficial owners (or the requesting beneficial owners, in the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) 90 days of such notice or (ii) an Event of Default of which a Responsible Officer of the Trustee has received actual written notice at the Corporate Trust Office of the Trustee has occurred and is continuing and the Registrar has received a request from any beneficial owner of an interest in the Depositary or a Beneficial Owner in a Global Note (subject to the fourth paragraph of Section 2.1(c) hereof) to issue such Certificated Notes. (c) In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, 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 in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) The registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest 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 Securities. (a) Each Global Note constituting a Restricted Note Security initially shall (i) be registered in the name of the Depositary for such Global Notes Security or the nominee of such Depositary, (ii) be delivered to deposited with, or on behalf of, the Depositary or with the Trustee as Note Custodian custodian for such Depositary and (iii) bear legends as required by Section 2.6(e)set forth in Exhibits A and B hereto. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the such Global NoteSecurity, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security 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 shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder holder of any NoteSecurity. (b) Transfers Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Note shall Security in whole or in part may be limited to transfers registered, in the name of any Person other than the Depositary for such Global Note in whole, but not in part, to the Depositary, its successors Security or their respective nominees. Interests of Beneficial Owners (or the requesting Beneficial Owners in the case of clause (ii) immediately below) in a Global Note may be transferred in accordance with Section 2.16 and the rules and procedures of the Depositary. In addition, Certificated Notes shall be transferred to all Beneficial Owners in exchange for their beneficial interests if nominee thereof unless (i) the such Depositary notifies (A) has notified the Company that it is unwilling or unable to continue as Depositary for the such Global Notes Security or the Depositary ceases (B) has ceased to be a “clearing agency” agency registered as such under the Exchange Act Act, and in either case the Company fails to appoint a successor depositary is not appointed by the Company within ninety (90) days of such notice or Depositary, (ii) the Company, at its option, executes and delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Securities in certificated form and that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case, such exchange shall be effected by the Trustee) or (iii) there shall have occurred and be continuing an Event of Default of which a Responsible Officer of the Trustee has actual notice has occurred and is continuing and the Registrar has received a request from the Depositary or a Beneficial Owner in a Global Note to issue such Certificated Notesany Default. (c) In If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to this Section 306(c) and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the transfer occurrence of any of the entire Global Note to beneficial owners pursuant to clause (b) of this Sectionevents specified in the preceding paragraph, such Global Note the Company shall be deemed to be surrendered promptly make available to the Trustee for cancellation, and a reasonable supply of Securities that are not in the Company shall execute, and the form of Global Securities. The Trustee shall authenticate and deliverbe entitled to conclusively rely upon any order, to each Beneficial Owner identified by direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominationsaccordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) The Depositary or its nominee, as registered holder owner of a Global Note may grant proxies and otherwise authorize any personSecurity, including Agent Members and persons that may hold interest through Agent Members, to take any action which a shall be the Holder is entitled to take of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or the Notesits nominee or its Agent Members.