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

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Rule 144A Global Note or Regulation S Global Note, as the case may be, 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. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i1) be registered in the name of the Depositary (or the a nominee of such Depositary, thereof); and (ii2) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)such Depositary. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes 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 Notes. (b) The Holder of a Global Note 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 Regulation S Base Indenture or the Notes of either series. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable 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 Notes of either series, or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes of such series is not appointed by the Issuer within 90 days of such notice or cessation; or (2) an Event of Default has occurred and is continuing and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in Registrar has received a request from the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any Physical Notes in exchange for such requestGlobal Note or Global Notes; the Depositary shall surrender such Global Note or Global Notes 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 Notes, shall authenticate and deliver, in exchange for such Global Note or the Note Custodian at the direction Global Notes, Physical Notes of the Trustee, will cause, applicable series in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note 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 Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary Note Custodian and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the a Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be deposited with and registered in the name of the Common Depositary or the its nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary accounts of Euroclear and Clearstream. (iiib) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary Euroclear or Clearstream ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by Euroclear or Clearstream, or the Common Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Common Depositary may be treated by the CompanyIssuer, the Trustee Guarantor, the Trustee, the Paying Agent and any agent of the Company or the Trustee their respective agents as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company or Guarantor, the Trustee, the Paying Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Euroclear or Clearstream or impair, as between Euroclear or Clearstream and the Depositary and its Agent Members, the operation of customary practices of Euroclear or Clearstream governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes represented thereby with the Common 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 Notes. (c) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Euroclear or Clearstream or its nominee, Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Indenture, the Regulation S Base Indenture or the Notes of any series. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the Common Depositary (or its nominee by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Common Depositary, its successors or their respective nomineesby the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary), and no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Euroclear or Clearstream. (e) Except as provided in Section 2.6. The registration of transfer and exchange 2.5(f), owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Physical Notes. (f) If at any time: (1) either Euroclear or Clearstream notifies the Issuer in writing that it is no longer willing or able to continue to act as depositary for the Global Note, which does Notes of any series and a successor depositary for the Global Notes of such series is not involve appointed by the Issuer within 120 days of such notice; (2) an Event of Default has occurred and is continuing and enforcement action is being taken in respect thereof under their Indenture and the Registrar has received a request from Euroclear or Clearstream on behalf of their Agent Members for the issuance of a Certificated Note, shall be effected through the Depositary, Physical Notes in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability exchange for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A such Global Note or Permanent Regulation S Global Notes; or (3) the Issuer, at its option, notifies the Trustee in writing that it elects to exchange in whole, but not in part, the Global Note to obtain a Certificated Note, for Physical Notes; such beneficial holder Global Note or Global Notes shall be entitled deemed to obtain a Certificated Note upon written request be surrendered to the Trustee for cancellation and the Note Custodian in accordance with the standing instructions Issuer shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, upon receipt of an Officer’s Certificate and Issuer Order for the authentication and delivery of Notes, shall authenticate and deliver, in exchange for such Global Note or the Note Custodian at the direction Global Notes, Physical Notes of the Trustee, will cause, applicable series in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as Euroclear or Clearstream shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (g) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.5(f), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i1) be registered in the name of the Depositary (or the a nominee of such Depositary, thereof); and (ii2) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)such Depositary. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes 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 Notes. (b) The Holder of a Global Note 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 Regulation S Base Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable 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 Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation; or (2) an Event of Default has occurred and is continuing and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in Registrar has received a request from the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any Physical Notes in exchange for such requestGlobal Note or Global Notes; the Depositary shall surrender such Global Note or Global Notes to the Trustee for cancellation and the Issuer shall execute, and the Trustee, or upon receipt of an Officers’ Certificate and Issuer Order for the Note Custodian at the direction authentication and delivery of the TrusteeNotes, will causeshall authenticate and deliver, in accordance with the standing instructions and procedures existing between the Depositary and the exchange for such Global Note Custodianor Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note 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 Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be registered in the name of the Depositary (or the a nominee of such Depositary, (iithereof) and be delivered to the Trustee as custodian Custodian for the Depositary and such Depositary. (iiib) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodianCustodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Depositary may be treated by the CompanyIssuer, the Guarantor, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the CompanyIssuer, the Guarantor, 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes 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 Notes. (c) The Holder of a Global Note 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 Regulation S Base Indenture or the Notes of any series. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Depositary. (e) Except as provided in Section 2.6. The registration of transfer and exchange 2.5(f), owners of beneficial interests in the Global Note, which does Notes shall not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain receive physical delivery of Physical Notes. (f) 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 Notes of any series or the Depositary ceases to be a Certificated Note upon written request to “clearing agency” registered under the Trustee Exchange Act and a successor depositary for the Global Notes of such series is not appointed by the Issuer within 90 days of such notice or cessation; (2) an Event of Default has occurred and is continuing and enforcement action is being taken in respect thereof under their Indenture and the Note Custodian in accordance with Registrar has received a request from the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any Physical Notes in exchange for such requestGlobal Note or Global Notes; or (3) the Issuer, at its option, notifies the Trustee in writing that it elects to exchange in whole, but not in part, the Global Note for Physical Notes; such Global Note or Global Notes shall be deemed to be surrendered to the Trustee for cancellation and the Issuer shall execute, and the Trustee, upon receipt of an Officer’s Certificate and Issuer Order for the authentication and delivery of Notes, shall authenticate and deliver, in exchange for such Global Note or the Note Custodian at the direction Global Notes, Physical Notes of the Trustee, will cause, applicable series in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (g) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.5(f), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)) and, in the case of the Temporary Regulation S Global Note, the legend set forth in Section 2.1. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A any Global Note or Regulation S Global Note, as the case may be, 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 Rule 144A each Global Note or Regulation S Global Note, as the case may be, 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. Transfers of the Rule 144A Global Note and the Regulation S any Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note Notes may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the a Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for the accuracy of the books and records of the Depositary or any act or omission of the Depositary. At any time after consummation of the Exchange Offer at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S a Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company Issuer will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i1) be registered in the name of the Depositary (or the a nominee of such Depositary, thereof); and (ii2) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)such Depositary. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes 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 Notes. (b) The Holder of a Global Note 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 Regulation S Base Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary. (d) If at any time: (1) the Depositary and notifies the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests Issuer in writing that it is no longer willing or able to continue to act as Depositary for the Global NoteNotes, which does or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not involve 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 a Certificated Note, shall be effected through the Depositary, Physical Notes under this Supplemental Indenture in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures exchange for all or any part of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Notes represented by a Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee Notes; or (3) an Event of Default has occurred and is continuing and the Note Custodian in accordance with Registrar has received a request from the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any Physical Notes in exchange for such requestGlobal Note or Global Notes; the Depositary shall surrender such Global Note or Global Notes to the Trustee for cancellation and the Issuer shall execute, and the Trustee, or upon receipt of an Officers’ Certificate and Issuer Order for the Note Custodian at the direction authentication and delivery of the TrusteeNotes, will causeshall authenticate and deliver, in accordance with the standing instructions and procedures existing between the Depositary and the exchange for such Global Note Custodianor Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note 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 Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i) be registered in the name of the Depositary (or the a nominee of such Depositary, thereof); (ii) be delivered to the Trustee as custodian for the Depositary and such Depositary; and (iii) bear legends the Restricted Securities Legend as set forth in Section 2.6(h)2.3(a)(i) hereof. Members of, or participants in, the Depositary ("Agent Members"“DTC Participants”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 Membersthe DTC Participants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (b) The registered Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action which a Holder is entitled to take under this Indenture or the Regulation S Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 2.9 hereof. (d) If at any time: (i) the Depositary notifies the Company in writing that it is no longer willing or able to continue to act as Depositary for the Global Notes, or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Company within 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 the Notes in definitive form under this Section 2.6Indenture in exchange for all or any part of the Notes represented by a Global Note or Global Notes; or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary for the issuance of Physical Notes in exchange for such Global Note or Global Notes, the Depositary shall surrender such Global Note or Global Notes to the Trustee for cancellation and the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and Company Order for the authentication and delivery of Notes, shall authenticate and deliver in exchange for such Global Note or Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of such Global Note or Global Notes. The registration Such Physical Notes shall be registered in such names as the Depositary (or any nominee thereof) shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes. (e) Notwithstanding the foregoing, in connection with any transfer and exchange of beneficial interests in a Global Note to beneficial owners pursuant to Section 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 Note, which does not involve Note in an amount equal to the issuance principal amount of a Certificated Note, shall the beneficial interest in such Global Note to be effected through the Depositary, transferred. (f) Notwithstanding anything in accordance with this Indenture (including to the restrictions on transfer set forth herein) and contrary, to the extent the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission from time to time conflict with the procedures set forth in this Indenture, the procedures of the Depositary. At any time at Depositary shall control for so long as the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary remains depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this IndentureNotes.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i1) be registered in the name of the Depositary (or the a nominee of such Depositary, thereof); and (ii2) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)such Depositary. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes 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 Notes. (b) The Holder of a Global Note 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 Regulation S Base Indenture or the Notes of either series. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary. (d) If at any time: (1) the Depositary and notifies the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests Issuer in writing that it is no longer willing or able to continue to act as Depositary for the Global NoteNotes of either series, which does or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes of such series is not involve 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 a Certificated Note, shall be effected through the Depositary, Physical Notes under this Supplemental Indenture in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures exchange for all or any part of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Notes represented by a Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee Notes; or (3) an Event of Default has occurred and is continuing and the Note Custodian in accordance with Registrar has received a request from the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any Physical Notes in exchange for such requestGlobal Note or Global Notes; the Depositary shall surrender such Global Note or Global Notes 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 Notes, shall authenticate and deliver, in exchange for such Global Note or the Note Custodian at the direction Global Notes, Physical Notes of the Trustee, will cause, applicable series in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note 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 Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary or its nominee and (iii) bear legends as set forth in Section 2.6(h)) hereof. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of Rule 144A Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company Issuers will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary Note Custodian and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodianNote Custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the a Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be deposited with and registered in the name of the Common Depositary or the its nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary accounts of Euroclear and Clearstream. (iiib) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary Euroclear or Clearstream ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by Euroclear or Clearstream, or the Common Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Common Depositary may be treated by the CompanyIssuer, the Trustee Guarantor, the Trustee, the Principal Paying Agent and any agent of the Company or the Trustee their respective agents as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company or Guarantor, the Trustee, the Principal Paying Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Euroclear or Clearstream or impair, as between Euroclear or Clearstream and the Depositary and its Agent Members, the operation of customary practices of Euroclear or Clearstream governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes represented thereby with the Common 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 Notes. (c) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Euroclear or Clearstream or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Indenture, the Regulation S Base Indenture or the Notes of either series. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the Common Depositary (or its nominee by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Common Depositary, its successors or their respective nomineesby the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary), and no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of Euroclear or Clearstream. (e) If at any time: (1) either Euroclear or Clearstream notifies the Depositary Issuer in writing that it is unwilling or unable to continue to act as depositary for the Global Notes of either series or Euroclear or Clearstream ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Notes of such series is not appointed by the Issuer within 120 days of such notice or cessation; or (2) an Event of Default has occurred and is continuing and the provisions Registrar has received a request from the Euroclear or Clearstream on behalf of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve their Agent Members for the issuance of a Certificated Note, shall be effected through the Depositary, Physical Notes in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability exchange for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A such Global Note or Permanent Regulation S Global Notes; such Global Note to obtain a Certificated Note, such beneficial holder or Global Notes shall be entitled deemed to obtain a Certificated Note upon written request be surrendered to the Trustee for cancellation and the Note Custodian in accordance with the standing instructions Issuer shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, upon receipt of an Officers’ Certificate and Issuer Order for the authentication and delivery of Notes, shall authenticate and deliver, in exchange for such Global Note or the Note Custodian at the direction Global Notes, Physical Notes of the Trustee, will cause, applicable series in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as Euroclear or Clearstream shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (f) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.5(e), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such be transferred. (g) Except as provided in Section 2.5(e), beneficial holder and, following such reduction, owners of the Company will execute and the Trustee will authenticate and deliver Global Notes shall not be entitled to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturereceive Physical Notes.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Rule 144A Global Note or Regulation S Global Note, as the case may be, 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. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)) hereof. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Rule 144A Global Note or Regulation S Global Note, as the case may be, 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. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)) hereof. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i) be registered in the name of the Depositary or the nominee of such Depositary, ; (ii) be delivered to the Trustee as custodian for such Depositary, for credit to the Depositary and (iii) bear legends as set forth in Section 2.6(h). Members accounts of the members of, or and participants in, the Depositary (the "Agent MembersAGENT MEMBERS") holding the Notes evidenced thereby; and (iii) bear the Restricted Securities Legend set forth in Section 2.3(a)(i) until such time as such Restricted Securities Legend may be removed in accordance with Section 2.3. (b) Agent Members shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (c) The registered Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Regulation S Notes. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the Depositary, its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 2.17 hereof. (e) If at any time: (i) the Depositary notifies the Company in writing that it is no longer willing or able to continue to act as Depositary for the Global Notes, or the Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Company within 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 the Physical Notes under this Section 2.6Indenture in exchange for all or any part of the Notes represented by a Global Note or Global Notes; or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary for the issuance of Physical Notes in exchange for such Global Note or Global Notes, then the Depositary shall surrender such Global Note or Global Notes to the Trustee for cancellation and the Company shall execute, and the Trustee, upon receipt of an Officers' Certificate and Company Order for the authentication and delivery of Notes, shall authenticate and deliver in exchange for such Global Note or Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of such Global Note or Global Notes. The registration Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (f) Notwithstanding the foregoing, in connection with any transfer and exchange of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.8(d) hereof, the Registrar shall reflect on its books and records, and the custodian shall reflect on its books and records and the schedule to the Global Note, which does not involve the issuance of date and a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest decrease in the Rule 144A aggregate principal amount of such Global Note or Permanent Regulation S Global Note in an amount equal to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A beneficial interest in such Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i) be registered in the name of the Depositary DTC (or the a nominee of such Depositary, thereof); (ii) be delivered to the Trustee as custodian for the Depositary and Securities Custodian; and (iii) bear legends as the Global Note Legend set forth in Section 2.6(h3.08(a). Members of, or participants in, the Depositary DTC ("“Agent Members"”) shall have no rights under this the Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the DepositaryDTC, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Depositary DTC may be treated by the Company, the Trustee and any agent of the Company Company, or the Trustee as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 DTC or impair, as between DTC and the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (b) The Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Regulation S Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to the Depositaryany Person other than DTC (or a nominee thereof) or to a successor thereof (or such successor’s nominee), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of DTC. (d) If at any time: (i) DTC notifies the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests Company in writing that it is unwilling or unable to continue to act as depositary for the Global NoteNotes and a successor depositary for the Global Notes is not appointed by the Company within 90 days of such notice; (ii) DTC ceases to be registered as a “clearing agency” under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Company within 90 days of such cessation; (iii) the Company, which does not involve at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes under the Indenture in exchange for all or any part of the Notes represented by a Certificated NoteGlobal Note or Global Notes, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and subject to the procedures of DTC; or (iv) an Event of Default has occurred and is continuing and the Depositary therefor. The Trustee shall have no responsibility or liability Registrar has received a request from DTC for any act or omission the issuance of the Depositary. At any time at the request of the beneficial holder of an interest Definitive Notes in the Rule 144A exchange for such Global Note or Permanent Regulation S Global Notes; the Notes Custodian shall surrender such Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request or Global Notes to the Trustee for cancellation and the Note Custodian in accordance with the standing instructions Company shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, upon receipt of an Officers’ Certificate and Company Order for the authentication and delivery of Notes, shall authenticate and deliver in exchange for such Global Note or the Note Custodian at the direction of the TrusteeGlobal Notes, will cause, Definitive Notes in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Definitive Notes shall be registered in such names as DTC (or any nominee thereof) shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes. (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 3.09(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary Note Custodian and (iii) bear legends as set forth in Section 2.6(h2.06(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.62.06. The registration of transfer and exchange of beneficial interests in the a Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i) be registered in the name of the Depositary DTC (or the a nominee of such Depositary, thereof); (ii) be delivered to the Trustee as custodian for the Depositary and Securities Custodian; and (iii) bear legends as the Global Note Legend set forth in Section 2.6(h3.08(a). Members of, or participants in, the Depositary DTC ("“Agent Members"”) shall have no rights under this the Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the DepositaryDTC, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Depositary DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary DTC or impair, as between DTC and the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (b) The Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Regulation S Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to the Depositaryany Person other than DTC (or a nominee thereof) or to a successor thereof (or such successor’s nominee), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of DTC. (d) If at any time: (i) DTC notifies the Company in writing that it is unwilling or unable to continue to act as Depositary for the Global Notes and a successor Depositary for the Global Notes is not appointed by the Company within 90 days of such notice; (ii) DTC ceases to be registered as a “clearing agency” under the Exchange Act and a successor Depositary for the Global Notes is not appointed by the Company within 90 days of such cessation; (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes under the Indenture in exchange for all or any part of the Notes represented by a Global Note or Global Notes, subject to the procedures of DTC; or (iv) an Event of Default has occurred and is continuing and the provisions Registrar has received a request from DTC for the issuance of this Section 2.6Definitive Notes in exchange for such Global Note or Global Notes; the Notes Custodian shall surrender such Global Note or Global Notes to the Trustee for cancellation and the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and Company Order for the authentication and delivery of Notes, shall authenticate and deliver in exchange for such Global Note or Global Notes, Definitive Notes in an aggregate Original Principal Amount equal to the aggregate Original Principal Amount of such Global Note or Global Notes. The registration Such Definitive Notes shall be registered in such names as DTC (or any nominee thereof) shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes. (e) Notwithstanding the foregoing, in connection with any transfer and exchange of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 3.09(d), the Registrar shall reflect on its books and records the date and a decrease in the Original Principal Amount of such Global Note, which does not involve Note in an amount equal to the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request Original Principal Amount of the beneficial holder of an interest interests in the Rule 144A Global Note or Permanent Regulation S such Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of the Rule 144A Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for the accuracy of the books and records of the Depositary or any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company Issuers will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate ag- gregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary Note Custodian and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the a Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)2.6(8) of this Indenture. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary Common Depository therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian Common Depository in accordance with the standing instructions and procedures existing between the Note Custodian Common Depository and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, Common Depository will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note CustodianCommon Depository, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture. 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 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 of this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be registered in the name of the Depositary (or the a nominee of such Depositary, (iithereof) and be delivered to the Trustee as custodian for the Depositary and such Depositary. (iiib) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes 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 Notes. (c) The Holder of a Global Note 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 Regulation S Base Indenture or the Notes. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary. (e) 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 Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation; or (2) an Event of Default has occurred and is continuing and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in Registrar has received a request from the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any Physical Notes in exchange for such requestGlobal Note or Global Notes; such Global Note or Global Notes shall be deemed to be surrendered 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 Notes, shall authenticate and deliver, in exchange for such Global Note or the Note Custodian at the direction Global Notes, Physical Notes of the Trustee, will cause, applicable series in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (f) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.5(c), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Rule 144A Global Note or Regulation S Global Note, as the case may be, 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. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee DBTCA as custodian for the Depositary Note Custodian and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee DBTCA as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the a Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be deposited with and registered in the name of the Common Depositary or the its nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary accounts of Euroclear and Clearstream. (iiib) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary Euroclear or Clearstream ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by Euroclear or Clearstream, or the Common Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Common Depositary may be treated by the CompanyIssuer, the Trustee Guarantor, the Trustee, the Paying Agent and any agent of the Company or the Trustee their respective agents as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company or Guarantor, the Trustee, the Paying Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Euroclear or Clearstream or impair, as between Euroclear or Clearstream and the Depositary and its Agent Members, the operation of customary practices of Euroclear or Clearstream governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes represented thereby with the Common 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 Notes. (c) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Euroclear or Clearstream or its nominee, Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Indenture, the Regulation S Base Indenture or the Notes. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the Common Depositary (or its nominee by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Common Depositary, its successors or their respective nomineesby the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary), and no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary Euroclear or Clearstream. (e) Except as provided in Sections 2.5(f) and the provisions of this Section 2.6. The registration of transfer and exchange , owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (f) If at any time: (1) either Euroclear or Clearstream notifies the Issuer in writing that it is no longer willing or able to continue to act as depositary for the Global Note, which does Notes and a successor depositary for the Global Notes is not involve appointed by the Issuer within 120 days of such notice; (2) an Event of Default has occurred and is continuing and enforcement action is being taken in respect thereof under their Indenture and the Registrar has received a request from Euroclear or Clearstream on behalf of their Agent Members for the issuance of a Certificated Note, shall be effected through the Depositary, Definitive Notes in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability exchange for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A such Global Note or Permanent Regulation S Global Notes; or (3) the Issuer, at its option, notifies the Trustee in writing that it elects to exchange in whole, but not in part, the Global Note to obtain a Certificated Note, for Definitive Notes; such beneficial holder Global Note or Global Notes shall be entitled deemed to obtain a Certificated Note upon written request be surrendered to the Trustee for cancellation and the Note Custodian in accordance with the standing instructions Issuer shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or upon receipt of an Officer’s Certificate and Issuer Order for the Note Custodian at the direction authentication and delivery of the TrusteeNotes, will causeshall authenticate and deliver, in accordance with the standing instructions and procedures existing between the Depositary and the exchange for such Global Note Custodianor Global Notes, Definitive Notes in an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Definitive Notes shall be registered in such names as Euroclear or Clearstream shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (g) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.5(f), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary Note Custodian and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodianNote Custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the a Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Neither the Trustee nor any Agent shall have no any responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i) be registered in the name of the Depositary DTC (or the a nominee of such Depositary, thereof); (ii) be delivered to the Trustee as custodian for the Depositary and Securities Custodian; and (iii) bear legends as the Global Note Legend set forth in Section 2.6(h3.08(a). Members of, or participants in, the Depositary DTC ("“Agent Members"”) shall have no rights under this the Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the DepositaryDTC, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Depositary DTC may be treated by the Company, the Trustee and any agent of the Company Company, or the Trustee as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 DTC or impair, as between DTC and the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (b) The Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Regulation S Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to the Depositaryany Person other than DTC (or a nominee thereof) or to a successor thereof (or such successor’s nominee), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of DTC. (d) If at any time: (i) DTC notifies the Depositary Company in writing that it is unwilling or unable to continue to act as depositary for the Global Notes and a successor depositary for the Global Notes is not appointed by the Company within 90 days after such notice; (ii) DTC ceases to be registered as a “clearing agency” under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Company within 90 days after the earlier of (x) the Company’s receipt of notice from DTC of such cessation and (y) the Company becoming aware of such cessation; or (iii) an Event of Default has occurred and is continuing and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve Registrar has received a request from DTC for the issuance of a Certificated Note, shall be effected through the Depositary, Definitive Notes in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability exchange for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A such Global Note or Permanent Regulation S Global Notes; the Notes Custodian shall surrender such Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request or Global Notes to the Trustee for cancellation and the Note Custodian in accordance with the standing instructions Company shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, upon receipt of an Officers’ Certificate and Company Order for the authentication and delivery of Notes, shall authenticate and deliver in exchange for such Global Note or the Note Custodian at the direction of the TrusteeGlobal Notes, will cause, Definitive Notes in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Definitive Notes shall be registered in such names as DTC (or any nominee thereof) shall identify in writing as the Beneficial Owners of the Notes represented by such Global Note or Global Notes. (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the Beneficial Owners thereof pursuant to Section 3.09(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i) be registered in the name of the Depositary (or the a nominee of such Depositary, thereof); (ii) be delivered to the Trustee as custodian for the Depositary and such Depositary; and (iii) bear legends the Restricted Securities Legend as set forth in Section 2.6(h)2.3(a)(i) hereof. Members of, or participants in, the Depositary ("Agent MembersDTC Participants") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 Membersthe DTC Participants, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (b) The registered Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including DTC Participants and Persons that may hold interests through DTC Participants, to take any action which a Holder is entitled to take under this Indenture or the Regulation S Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests 2.9 hereof. (d) If at any time: (i) the Depositary notifies the Company in writing that it is no longer willing or able to continue to act as Depositary for the Global NoteNotes, which does or the Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary for the Global Notes is not involve appointed by the Company within 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 a Certificated Note, shall be effected through the Depositary, Notes in accordance with definitive form under this Indenture (including the restrictions on transfer set forth herein) and the procedures in exchange for all or any part of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Notes represented by a Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee Notes; or (iii) an Event of Default has occurred and is continuing and the Note Custodian in accordance with Registrar has received a request from the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any Physical Notes in exchange for such requestGlobal Note or Global Notes, the Depositary shall surrender such Global Note or Global Notes to the Trustee for cancellation and the Company shall execute, and the Trustee, upon receipt of an Officers' Certificate and Company Order for the authentication and delivery of Notes, shall authenticate and deliver in exchange for such Global Note or the Note Custodian at the direction of the TrusteeGlobal Notes, will cause, Physical Notes in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary (or any nominee thereof) shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes. (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to beneficial owners pursuant to Section 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 Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interest in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary Custodian and (iii) bear legends as set forth in Section 2.6(h)2.14(g) hereof. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, Depositary or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may beCustodian, 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 Rule 144A the applicable Global Note or Regulation S Global Note, as the case may be, 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 Holder of any Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note Notes shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note Notes in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 2.06 and this Section 2.62.14. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary thereforDepositary. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i) be registered in the name of the Depositary or the nominee of such Depositary, ; (ii) be delivered to the Trustee as custodian for such Depositary, for credit to the Depositary and (iii) bear legends as set forth in Section 2.6(h). Members accounts of the members of, or participants in, the Depositary (the "Agent MembersAGENT MEMBERS") holding the Notes evidenced thereby; and (iii) bear the Restricted Securities Legend set forth in Section 2.3(a)(i) until such time as such Restricted Securities Legend may be removed in accordance with Section 2.3. (b) Agent Members shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (c) The registered Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Regulation S Notes. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the Depositary, its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 2.17 hereof. (e) If at any time: (i) the Depositary notifies the Company in writing that it is no longer willing or able to continue to act as Depositary for the Global Notes, or the Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Company within 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 the Physical Notes under this Section 2.6Indenture in exchange for all or any part of the Notes represented by a Global Note or Global Notes; or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary for the issuance of Physical Notes in exchange for such Global Note or Global Notes, then the Depositary shall surrender such Global Note or Global Notes to the Trustee for cancellation and the Company shall execute, and the Trustee, upon receipt of an Officers' Certificate and Company Order for the authentication and delivery of Notes, shall authenticate and deliver in exchange for such Global Note or Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of such Global Note or Global Notes. The registration Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (f) Notwithstanding the foregoing, in connection with any transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such the beneficial holder shall be entitled owners thereof pursuant to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such requestSection 2.8(d) hereof, the Trustee, or Registrar shall reflect on its books and records the date and a decrease in the aggregate principal amount of such Global Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an amount equal to the aggregate principal amount of the Rule 144A beneficial interest in such Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Rule 144A Global Note or Regulation S Global Note, as the case may be, 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. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver de- liver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) shall: be registered in the name of the name of the Depositary (or the a nominee of such Depositary, (ii) thereof); and be delivered to the Trustee Registrar as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)such Depositary. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Subordinated Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee Registrar as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (b) The Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Subordinated Indenture, the Regulation S Base Subordinated Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary. (d) If at any time, the Depositary and notifies the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests Issuer in writing that it is no longer willing or able to continue to act as Depositary for the Global NoteNotes, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of or the Depositary therefor. The Trustee ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation, the Depositary shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A surrender such Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request Notes to the Trustee Registrar for cancellation and the Note Custodian in accordance with the standing instructions Issuer shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or upon receipt of an Officers’ Certificate and Issuer Order for the Note Custodian at the direction authentication and delivery of the TrusteeNotes, will causeshall authenticate and deliver, in accordance with the standing instructions and procedures existing between the Depositary and the exchange for such Global Note Custodianor Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.06(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)) hereof. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or the Regulation S Global Note, as the case may be, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Rule 144A Global Note or the Regulation S Global Note, as the case may be, 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 Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the a Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or the Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be deposited with and registered in the name of the Common Depositary or the its nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary accounts of Euroclear and Clearstream. (iiib) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary Euroclear or Clearstream ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by Euroclear or Clearstream, or the Common Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Common Depositary may be treated by the CompanyIssuer, the Trustee Guarantor, the Trustee, the Principal Paying Agent and any agent of the Company or the Trustee their respective agents as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company or Guarantor, the Trustee, the Principal Paying Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Euroclear or Clearstream or impair, as between Euroclear or Clearstream and the Depositary and its Agent Members, the operation of customary practices of Euroclear or Clearstream governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes represented thereby with the Common 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 Notes. (c) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Euroclear or Clearstream or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Indenture, the Regulation S Base Indenture or the Notes of any series. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the Common Depositary (or its nominee by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Common Depositary, its successors or their respective nomineesby the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary), and no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of Euroclear or Clearstream. (e) If at any time: (1) either Euroclear or Clearstream notifies the Depositary Issuer in writing that it is unwilling or unable to continue to act as depositary for the Global Notes of any series or Euroclear or Clearstream ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Notes of such series is not appointed by the Issuer within 90 days of such notice or cessation; or (2) an Event of Default has occurred and is continuing and the provisions Registrar has received a request from the Euroclear or Clearstream on behalf of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve their Agent Members for the issuance of a Certificated Note, shall be effected through the Depositary, Physical Notes in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability exchange for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A such Global Note or Permanent Regulation S Global Notes; such Global Note to obtain a Certificated Note, such beneficial holder or Global Notes shall be entitled deemed to obtain a Certificated Note upon written request be surrendered to the Trustee for cancellation and the Note Custodian in accordance with the standing instructions Issuer shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, upon receipt of an Officers’ Certificate and Issuer Order for the authentication and delivery of Notes, shall authenticate and deliver, in exchange for such Global Note or the Note Custodian at the direction Global Notes, Physical Notes of the Trustee, will cause, applicable series in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as Euroclear or Clearstream shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (f) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note 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 Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such be transferred. (g) Except as provided in Section 2.5(e), beneficial holder and, following such reduction, owners of the Company will execute and the Trustee will authenticate and deliver Global Notes shall not be entitled to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturereceive Physical Notes.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be deposited with and registered in the name of the Common Depositary or the its nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary accounts of Euroclear and Clearstream. (iiib) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary Euroclear or Clearstream ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by Euroclear or Clearstream, or the Common Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Common Depositary may be treated by the CompanyIssuer, the Trustee Guarantor, the Trustee. the Paying Agent and any agent of the Company or the Trustee their respective agents as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company or Guarantor, the Trustee, the Paying Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Euroclear or Clearstream or impair, as between Euroclear or Clearstream and the Depositary and its Agent Members, the operation of customary practices of Euroclear or Clearstream governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes represented thereby with the Common 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 Notes. (c) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Euroclear or Clearstream or its nominee, Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Indenture, the Regulation S Base Indenture or the Notes of any series. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the Common Depositary (or its nominee by a nominee of the Common Depositary to the Common Depositary or to another nominee of the Common Depositary, its successors or their respective nomineesby the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary), and no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary Euroclear or Clearstream. (e) Except as provided in Sections 2.5(f) and the provisions of this Section 2.6. The registration of transfer and exchange , owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (f) If at any time: (1) either Euroclear or Clearstream notifies the Issuer in writing that it is no longer willing or able to continue to act as depositary for the Global Note, which does Notes of any series and a successor depositary for the Global Notes of such series is not involve appointed by the Issuer within 120 days of such notice; (2) an Event of Default has occurred and is continuing and enforcement action is being taken in respect thereof under their Indenture and the Registrar has received a request from Euroclear or Clearstream on behalf of their Agent Members for the issuance of a Certificated Note, shall be effected through the Depositary, Definitive Notes in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability exchange for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A such Global Note or Permanent Regulation S Global Notes; or (3) the Issuer, at its option, notifies the Trustee in writing that it elects to exchange in whole, but not in part, the Global Note to obtain a Certificated Note, for Definitive Notes; such beneficial holder Global Note or Global Notes shall be entitled deemed to obtain a Certificated Note upon written request be surrendered to the Trustee for cancellation and the Note Custodian in accordance with the standing instructions Issuer shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, upon receipt of an Officer’s Certificate and Issuer Order for the authentication and delivery of Notes, shall authenticate and deliver, in exchange for such Global Note or the Note Custodian at the direction Global Notes, Definitive Notes of the Trustee, will cause, applicable series in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Definitive Notes shall be registered in such names as Euroclear or Clearstream shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (g) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.5(f), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)2.6(h)(iv) hereof. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the CompanyCom- pany, the Trustee and any agent of the Company or the Trustee as the absolute owner of Rule 144A the Global Note or Regulation S Global Note, as the case may be, 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. Transfers of the Rule 144A Global Note and the Regulation S Global Note Notes shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note Notes may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be deposited with and registered in the name of the Common Depositary or the its nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary accounts of Euroclear and Clearstream. (iiib) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary Euroclear or Clearstream ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by Euroclear or Clearstream, or the Common Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Depositary Euroclear or Clearstream may be treated by the CompanyIssuer, the Trustee Guarantor, the Trustee, the Principal Paying Agent and any agent of the Company or the Trustee their respective agents as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company or Guarantor, the Trustee, the Principal Paying Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary Euroclear or Clearstream or impair, as between the Depositary Euroclear or Clearstream and its Agent Members, the operation of customary practices of Euroclear or Clearstream governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes represented thereby with the Common 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 Notes. (c) The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Euroclear or Clearstream or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Indenture, the Regulation S Base Indenture or the Notes. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryCommon Depositary on behalf of Euroclear or Clearstream (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of Euroclear or Clearstream. (e) If at any time: (1) either Euroclear or Clearstream notifies the Depositary Issuer in writing that it is unwilling or unable to continue to act as depositary for the Global Notes or Euroclear or Clearstream ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation; or (2) an Event of Default has occurred and is continuing and the provisions Registrar has received a request from the Euroclear or Clearstream on behalf of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve their Agent Members for the issuance of a Certificated Note, shall be effected through the Depositary, Physical Notes in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability exchange for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A such Global Note or Permanent Regulation S Global Notes; such Global Note to obtain a Certificated Note, such beneficial holder or Global Notes shall be entitled deemed to obtain a Certificated Note upon written request be surrendered to the Trustee for cancellation and the Note Custodian in accordance with the standing instructions Issuer shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or upon receipt of an Officers’ Certificate and Issuer Order for the Note Custodian at the direction authentication and delivery of the TrusteeNotes, will causeshall authenticate and deliver, in accordance with the standing instructions and procedures existing between the Depositary and the exchange for such Global Note Custodianor Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as Euroclear or Clearstream shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (f) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.5(e), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)) hereof. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of Rule 144A Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be registered in the name of the Depositary (or the a nominee of such Depositary, (iithereof) and be delivered to the Trustee as custodian Custodian for the Depositary and such Depositary. (iiib) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodianCustodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes 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 Notes. (c) The Holder of a Global Note 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 Regulation S Base Indenture or the Notes. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary Depositary. (e) Except as provided in Sections 2.5(f) and the provisions of this Section 2.6. The registration of transfer and exchange , owners of beneficial interests in the Global Note, which does Notes shall not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain receive physical delivery of Definitive Notes. (f) 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 Notes or the Depositary ceases to be a Certificated Note upon written request to “clearing agency” registered under the Trustee Exchange Act and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation; (2) an Event of Default has occurred and is continuing and enforcement action is being taken in respect thereof under their Indenture and the Note Custodian in accordance with Registrar has received a request from the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any Definitive Notes in exchange for such requestGlobal Note or Global Notes; or (3) the Issuer, at its option, notifies the Trustee in writing that it elects to exchange in whole, but not in part, the Global Note for Definitive Notes; such Global Note or Global Notes shall be deemed to be surrendered to the Trustee for cancellation and the Issuer shall execute, and the Trustee, or upon receipt of an Officer’s Certificate and Issuer Order for the Note Custodian at the direction authentication and delivery of the TrusteeNotes, will causeshall authenticate and deliver, in accordance with the standing instructions and procedures existing between the Depositary and the exchange for such Global Note Custodianor Global Notes, Definitive Notes in an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Definitive Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (g) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.5(f), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary or its nominee and (iii) bear legends as set forth in Section 2.6(h)) hereof. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of Rule 144A Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company Issuers will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) shall: be registered in the name of the Depositary (or the a nominee of such Depositary, (ii) thereof); and be delivered to the Trustee Registrar as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)such Depositary. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Subordinated Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee Registrar as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (b) The Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Subordinated Indenture, the Regulation S Base Subordinated Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary. (d) If at any time, the Depositary and notifies the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests Issuer in writing that it is no longer willing or able to continue to act as Depositary for the Global NoteNotes, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of or the Depositary therefor. The Trustee ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation, the Depositary shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A surrender such Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request Notes to the Trustee Registrar for cancellation and the Note Custodian in accordance with the standing instructions Issuer shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or upon receipt of an Officers’ Certificate and Issuer Order for the Note Custodian at the direction authentication and delivery of the TrusteeNotes, will causeshall authenticate and deliver, in accordance with the standing instructions and procedures existing between the Depositary and the exchange for such Global Note Custodianor Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.06(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) be registered in the name of the Depositary (or the a nominee of such Depositary, (iithereof) and be delivered to the Trustee as custodian Custodian for the Depositary and such Depositary. (iiib) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodianCustodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes 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 Notes. (c) The Holder of a Global Note 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 Regulation S Base Indenture or the Notes of any series. (d) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary Depositary. (e) Except as provided in Sections 2.5(f) and the provisions of this Section 2.6. The registration of transfer and exchange , owners of beneficial interests in the Global Note, which does Notes shall not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain receive physical delivery of Definitive Notes. (f) 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 Notes of any series or the Depositary ceases to be a Certificated Note upon written request to “clearing agency” registered under the Trustee Exchange Act and a successor depositary for the Global Notes of such series is not appointed by the Issuer within 90 days of such notice or cessation; (2) an Event of Default has occurred and is continuing and enforcement action is being taken in respect thereof under their Indenture and the Note Custodian in accordance with Registrar has received a request from the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any Definitive Notes in exchange for such requestGlobal Note or Global Notes; or (3) the Issuer, at its option, notifies the Trustee in writing that it elects to exchange in whole, but not in part, the Global Note for Definitive Notes; such Global Note or Global Notes shall be deemed to be surrendered to the Trustee for cancellation and the Issuer shall execute, and the Trustee, upon receipt of an Officer’s Certificate and Issuer Order for the authentication and delivery of Notes, shall authenticate and deliver, in exchange for such Global Note or the Note Custodian at the direction Global Notes, Definitive Notes of the Trustee, will cause, applicable series in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Definitive Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (g) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.5(f), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h2.06(h). Agent Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Rule 144A Global Note or Regulation S Global Note, as the case may be, 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. Transfers of the Rule 144A Global Note Notes and the Regulation S Global Note Notes shall be limited to transfers of such Rule 144A Global Note Notes or Regulation S Global Note Notes in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note Notes and the Regulation S Global Note Notes may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.62.06. The registration of transfer and exchange of beneficial interests in the Global Note, which does not involve the issuance of a Certificated NoteNotes, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time (i) the Depositary notifies the Company that the Depositary is unwilling or unable to continue as a Depositary for any of the Rule 144A Global Notes or the Permanent Regulation S Global Notes, as the case may be, or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes under this Indenture; then, at the request of the beneficial holder of an interest in the applicable Rule 144A Global Note Notes or Permanent Regulation S Global Note Notes to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the applicable Rule 144A Global Note Notes or Permanent Regulation S Global NoteNotes, as appropriate, to be reduced by the applicable principal amount of the Certificated Note Notes issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i1) be registered in the name of the Depositary (or the a nominee of such Depositary, thereof); and (ii2) be delivered to the Trustee as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)such Depositary. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers With respect to any Global Note deposited on behalf of the Rule 144A subscribers for the Notes 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 Notes. (b) The Holder of a Global Note 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 Regulation S Base Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable 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 Notes, or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation; or (2) an Event of Default has occurred and is continuing and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in Registrar has received a request from the Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any Physical Notes in exchange for such requestGlobal Note or Global Notes; the Depositary shall surrender such Global Note or Global Notes to the Trustee for cancellation and the Issuer shall execute, and the Trustee, or upon receipt of an Officers’ Certificate and Issuer Order for the Note Custodian at the direction authentication and delivery of the TrusteeNotes, will causeshall authenticate and deliver, in accordance with the standing instructions and procedures existing between the Depositary and the exchange for such Global Note Custodianor Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note 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 Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. The Rule 144A Global Note and Regulation S Global Note initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for the Depositary Note Custodian and (iii) bear legends as set forth in Section 2.6(h). Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee as its custodianNote Custodian, or under the Rule 144A Global Note or Regulation S Global Note, as the case may be, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Rule 144A Global Note or Regulation S Global Note, as the case may be, 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 Note. Transfers of the Rule 144A Global Note and the Regulation S Global Note shall be limited to transfers of such Rule 144A Global Note or Regulation S Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Beneficial interests in the Rule 144A Global Note and the Regulation S Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests in the a Global Note, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Neither the Trustee nor any Agent shall have no any responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture; provided that in no event shall Certificated Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Global Note prior to the expiration of the Restricted Period.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i) be registered in the name of the Depositary DTC (or the a nominee of such Depositary, thereof); (ii) be delivered to the Trustee as custodian for the Depositary and Securities Custodian; (iii) bear legends as the Global Note Legend set forth in Section 2.6(h3.08(a); and (iv) bear the OID Legend. Members of, or participants in, the Depositary DTC ("“Agent Members"”) shall have no rights under this the Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the DepositaryDTC, or the Trustee as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, and the Depositary DTC may be treated by the Company, each Subsidiary Guarantor, the Trustee and any agent of the Company or the Trustee as the absolute owner of Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, any Subsidiary Guarantor, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary DTC or impair, as between DTC and the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (b) The Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Regulation S Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to the Depositaryany Person other than DTC (or a nominee thereof) or to a successor thereof (or such successor’s nominee), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of DTC. (d) If at any time: (i) DTC notifies the Company in writing that it is unwilling or unable to continue to act as Depositary for the Global Notes and a successor Depositary for the Global Notes is not appointed by the Company within 90 days of such notice; (ii) DTC ceases to be registered as a “clearing agency” under the Exchange Act and a successor Depositary for the Global Notes is not appointed by the Company within 90 days of such cessation; (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes under the Indenture in exchange for all or any part of the Notes represented by a Global Note or Global Notes, subject to the procedures of DTC; or (iv) an Event of Default has occurred and is continuing and the provisions Registrar has received a request from DTC for the issuance of this Section 2.6Definitive Notes in exchange for such Global Note or Global Notes; the Securities Custodian shall surrender such Global Note or Global Notes to the Trustee for cancellation and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Notes, shall authenticate and deliver in exchange for such Global Note or Global Notes, Definitive Notes in an aggregate Original Principal Amount equal to the aggregate Original Principal Amount of such Global Note or Global Notes. The registration Such Definitive Notes shall be registered in such names as DTC (or any nominee thereof) shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes. (e) Notwithstanding the foregoing, in connection with any transfer and exchange of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 3.09(d), the Registrar shall reflect on its books and records the date and a decrease in the Original Principal Amount of such Global Note, which does not involve Note in an amount equal to the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The Trustee shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request Original Principal Amount of the beneficial holder of an interest interests in the Rule 144A Global Note or Permanent Regulation S such Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request to the Trustee and the Note Custodian in accordance with the standing instructions and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or the Note Custodian at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Note Custodian, the aggregate principal amount of the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate, to be reduced by the principal amount of the Certificated Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall shall: (i1) be registered in the name of the Depositary (or the a nominee of such Depositary, thereof); and (ii2) be delivered to the Trustee Registrar as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)such Depositary. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Subordinated Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee Registrar as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (b) The Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Subordinated Indenture, the Regulation S Base Subordinated Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary. (d) If at any time, the Depositary and notifies the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests Issuer in writing that it is no longer willing or able to continue to act as Depositary for the Global NoteNotes, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of or the Depositary therefor. The Trustee ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation, the Depositary shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A surrender such Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request Notes to the Trustee Registrar for cancellation and the Note Custodian in accordance with the standing instructions Issuer shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or upon receipt of an Officers’ Certificate and Issuer Order for the Note Custodian at the direction authentication and delivery of the TrusteeNotes, will causeshall authenticate and deliver, in accordance with the standing instructions and procedures existing between the Depositary and the exchange for such Global Note Custodianor Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.4(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.

Book-Entry Provisions for the Global Notes. (a) The Rule 144A Global Note and Regulation S Global Note Notes initially shall (i) shall: be registered in the name of the Depositary (or the a nominee of such Depositary, (ii) thereof); and be delivered to the Trustee Registrar as custodian for the Depositary and (iii) bear legends as set forth in Section 2.6(h)such Depositary. Members of, or participants in, the Depositary ("“Agent Members"”) shall have no rights under this Supplemental Subordinated Indenture with respect to any Rule 144A Global Note or Regulation S Global Note, as the case may be, held on their behalf by the Depositary, or the Trustee Registrar as its custodian, or under the Rule 144A Global Note or Regulation S such Global Note, as the case may be, 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 Rule 144A such Global Note or Regulation S Global Note, as the case may be, for all purposes whatsoever. Notwithstanding the foregoing, nothing contained 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 the Agent Members, the operation of customary practices governing the exercise of the rights of a holder Holder of any Note. Transfers . (b) The Holder of the Rule 144A a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Supplemental Subordinated Indenture, the Regulation S Base Subordinated Indenture or the Notes. (c) A Global Note shall may not be limited to transfers of such Rule 144A Global Note transferred, in whole or Regulation S Global Note in whole, but not in part, to any Person other than the DepositaryDepositary (or a nominee thereof), its successors or their respective nomineesand no such transfer to any such other Person may be registered. Beneficial interests in the Rule 144A Global Note and the Regulation S a Global Note may be transferred in accordance with the applicable rules and procedures of the Depositary. (d) If at any time, the Depositary and notifies the provisions of this Section 2.6. The registration of transfer and exchange of beneficial interests Issuer in writing that it is no longer willing or able to continue to act as Depositary for the Global NoteNotes, which does not involve the issuance of a Certificated Note, shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of or the Depositary therefor. The Trustee ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary for the Global Notes is not appointed by the Issuer within 90 days of such notice or cessation, the Depositary shall have no responsibility or liability for any act or omission of the Depositary. At any time at the request of the beneficial holder of an interest in the Rule 144A surrender such Global Note or Permanent Regulation S Global Note to obtain a Certificated Note, such beneficial holder shall be entitled to obtain a Certificated Note upon written request Notes to the Trustee Registrar for cancellation and the Note Custodian in accordance with the standing instructions Issuer shall execute, and procedures existing between the Note Custodian and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, or upon receipt of an Officers’ Certificate and Issuer Order for the Note Custodian at the direction authentication and delivery of the TrusteeNotes, will causeshall authenticate and deliver, in accordance with the standing instructions and procedures existing between the Depositary and the exchange for such Global Note Custodianor Global Notes, Physical Notes in an aggregate principal amount equal to the aggregate principal amount of the Rule 144A such Global Note or Permanent Regulation S Global NoteNotes. Such Physical Notes shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Notes represented by such Global Note or Global Notes (or any nominee thereof). (e) Notwithstanding the foregoing, as appropriatein connection with any transfer of beneficial interests in a Global Note to the beneficial owners thereof pursuant to Section 2.04(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to be reduced by the principal amount of the Certificated beneficial interests in such Global Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a Certificated Note or Certificated Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenturetransferred.