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

Book-Entry Provisions for the Global Debentures. (a) The Global Debentures initially shall: (1) be registered in the name of the Depositary (or a nominee thereof); and (2) be delivered to the Trustee as custodian for such Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Supplemental Indenture with respect to any Global Debenture held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Debenture, and the Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Debenture for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall (x) prevent the Issuer, the Trustee or any agent of the Issuer or Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (y) impair, as between the Depositary and the Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Debenture. With respect to any Global Debenture deposited on behalf of the subscribers for the Debentures represented thereby with the Trustee as custodian for the Depositary for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Clearstream, the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Clearstream, respectively, shall be applicable to the Global Debentures. (b) The Holder of a Global Debenture may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that a Holder is entitled to take under this Supplemental Indenture, the Base Indenture or the Debentures. (c) A Global Debenture may not be transferred, in whole or in part, to any Person other than the Depositary (or a nominee thereof), and no such transfer to any such other Person may be registered. Beneficial interests in a Global Debenture may be transferred in accordance with the rules and procedures of the Depositary. (d) If at any time: (1) the Depositary notifies the Issuer in writing that it is no longer willing or able to continue to act as Depositary for the Global Debentures, or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Debentures is not appointed by the Issuer within 90 days of such notice or cessation; (2) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Physical Debentures under this Supplemental Indenture in exchange for all or any part of the Debentures represented by a Global Debenture or Global Debentures; or (3) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary for the issuance of Physical Debentures in exchange for such Global Debenture or Global Debentures; the Depositary shall surrender such Global Debenture or Global Debentures to the Trustee for cancellation and the Issuer shall execute, and the Trustee, upon receipt of an Officers’ Certificate and Issuer Order for the authentication and delivery of Debentures, shall authenticate and deliver in exchange for such Global Debenture or Global Debentures, Physical Debentures in an aggregate principal amount equal to the aggregate principal amount of such Global Debenture or Global Debentures. Such Physical Debentures shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Debentures represented by such Global Debenture or Global Debentures (or any nominee thereof). (e) Notwithstanding the foregoing, in connection with any transfer of beneficial interests in a Global Debenture to the beneficial owners thereof pursuant to Section 2.5(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Debenture in an amount equal to the principal amount of the beneficial interests in such Global Debenture to be transferred.

Book-Entry Provisions for the Global Debentures. (a) The Global Debentures initially shall: (1i) be registered in the name of the Debenture Depositary (or a nominee thereof); and (2ii) may be delivered to the Trustee as custodian for such the Debenture Depositary. Members of, or participants in, Owners of Debentures registered as such on the records of the Debenture Depositary (“Agent Members”) shall have no rights under this Supplemental Indenture with respect to any Global Debenture held on their behalf by the Debenture Depositary, or the Trustee Trustee, as its custodianthe custodian thereof, or under such Global Debenture, and the Debenture Depositary may be treated by the Issuer, the Trustee and the Paying Agent, as the case may be, and any agent of the Issuer or the Trustee or the Paying Agent, as the case may be, as the absolute owner of such Global Debenture for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall (x) prevent the Issuer, the Trustee or the Paying Agent, as the case may be, or any agent of the Issuer or Trustee or the Paying Agent, as the case may be, from giving effect to any written certification, proxy or other authorization furnished by the Debenture Depositary or (y) impair, as between the Debenture Depositary and the Agent Membersowners of Debentures registered as such on the records of the Debenture Depositary, the operation of customary practices governing the exercise of the rights of a Holder of any Debenture. With respect to any Global Debenture deposited on behalf of the subscribers for the Debentures represented thereby with the Trustee as custodian for the Depositary for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Clearstream, the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Clearstream, respectively, shall be applicable to the Global Debentures. (b) The Holder of a Global Debenture may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, Person to take any action that a Holder is entitled to take under this Supplemental Indenture, the Base Indenture or the Debentures. (c) A Global Debenture may not be transferred, in whole or in part, to any Person other than the Debenture Depositary (or a nominee thereof), and no such transfer to any such other Person may be registered. Beneficial interests in a Global Debenture may be transferred in accordance with the rules and procedures of the Debenture Depositary. (d) If at any time: (1i) the Debenture Depositary notifies the Issuer and the Trustee in writing that it is no longer willing or able to continue to act as Debenture Depositary for the Global Debentures, or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary Debenture Depositary for the Global Debentures is not appointed by the Issuer within 90 days of such notice or cessationnotice; (2ii) the Issuer, at its option, notifies the Debenture Depositary and the Trustee in writing that it elects to cause the issuance of Physical Debentures under this Supplemental Indenture in exchange for all or any part of the Debentures represented by a Global Debenture or Global Debentures; or (3iii) an Event of Default has occurred and is continuing and the Registrar Trustee has received a request from the Debenture Depositary for the issuance of Physical Debentures in exchange for such Global Debenture or Global Debentures; then the Debenture Depositary shall surrender such Global Debenture or Global Debentures to the Trustee for cancellation and the Issuer shall execute, and the Trustee, upon receipt of an Officers’ Certificate and Issuer Order for the authentication and delivery of Debentures, shall authenticate and deliver in exchange for such Global Debenture or Global Debentures, Physical Debentures in an aggregate principal amount equal to the aggregate principal amount of such Global Debenture or Global Debentures. Such Physical Debentures shall be registered in such names as the Debenture Depositary shall identify in writing as the beneficial owners of the Debentures identified as such on its records represented by such Global Debenture or Global Debentures (or any nominee thereof). (e) Notwithstanding the foregoing, in connection with any transfer of beneficial interests in a Global Debenture to the beneficial owners thereof pursuant to Section 2.5(d), the Registrar Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Debenture in an amount equal to the principal amount of the beneficial interests in such Global Debenture to be transferred.

Book-Entry Provisions for the Global Debentures. (a) The Global Debentures initially shall: (1i) be registered in the name of the Depositary (or a nominee thereof); and; (2ii) be delivered to the Trustee as custodian for such Depositary; and (iii) bear the Restricted Securities Legend as set forth in Section 2.3(a)(i) hereof. Members of, or participants in, the Depositary (“Agent Members”"DTC Participants") shall have no rights under this Supplemental Indenture with respect to any Global Debenture held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Debenture, and the Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of such Global Debenture for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall (x) prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (y) impair, as between the Depositary and the Agent MembersDTC Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Debenture. With respect to any Global Debenture deposited on behalf of the subscribers for the Debentures represented thereby with the Trustee as custodian for the Depositary for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Clearstream, the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Clearstream, respectively, shall be applicable to the Global Debentures. (b) The registered Holder of a Global Debenture may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action that which a Holder is entitled to take under this Supplemental Indenture, the Base Indenture or the Debentures. (c) A Global Debenture may not be transferred, in whole or in part, to any Person other than the Depositary (or a nominee thereof), and no such transfer to any such other Person may be registered. Beneficial interests in a Global Debenture may be transferred in accordance with the rules and procedures of the DepositaryDepositary and the provisions of Section 2.9 hereof. (d) If at any time: (1i) the Depositary notifies the Issuer Company in writing that it is no longer willing or able to continue to act as Depositary for the Global Debentures, or the Depositary ceases to be a “"clearing agency” " registered under the Exchange Act and a successor depositary for the Global Debentures is not appointed by the Issuer Company within 90 days of such notice or cessation; (2ii) the IssuerCompany, at its option, notifies the Trustee in writing that it elects to cause the issuance of Physical the Debentures in definitive form under this Supplemental Indenture in exchange for all or any part of the Debentures represented by a Global Debenture or Global Debentures; or (3iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary for the issuance of Physical Debentures in exchange for such Global Debenture or Global Debentures; , the Depositary shall surrender such Global Debenture or Global Debentures to the Trustee for cancellation and the Issuer Company shall execute, and the Trustee, upon receipt of an Officers’ ' Certificate and Issuer Company Order for the authentication and delivery of Debentures, shall authenticate and deliver in exchange for such Global Debenture or Global Debentures, Physical Debentures in an aggregate principal amount equal to the aggregate principal amount of such Global Debenture or Global Debentures. Such Physical Debentures shall be registered in such names as the Depositary (or any nominee thereof) shall identify in writing as the beneficial owners of the Debentures represented by such Global Debenture or Global Debentures (or any nominee thereof)Debentures. (e) Notwithstanding the foregoing, in connection with any transfer of beneficial interests in a Global Debenture to the beneficial owners thereof pursuant to Section 2.5(d)2.8(d) hereof, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Debenture in an amount equal to the principal amount of the beneficial interests interest in such Global Debenture to be transferred.