Common use of Book-Entry Provisions Clause in Contracts

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Issuer shall execute and the Trustee shall, in accordance with Section 2.2 below and 2.02 of this Section 2.1(b)Indenture, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, in the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, impair as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Neither the 40th day after Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the later of Depository. In connection with any proposed transfer outside the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such periodbook-entry system, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may Issuer or the Depository shall be transferred required to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers provide or cause to be provided to the Trustee a written certificate (in all information necessary to allow the form provided in Exhibit 1 hereto) Trustee to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance comply with any applicable securities laws of tax reporting obligations, including without limitation any state cost basis reporting obligations under Section 6045 of the United States Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or any other jurisdiction. After ensure the expiration accuracy of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)information.

Book-Entry Provisions. This Section 2.1(b2.01(c) shall apply only to a Global Note Notes deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shallTrustee, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes Participants and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as custodian for the custodian of the Depository or under such Global NoteDepositary, and the IssuersDepositary shall be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Subject to this Section 2.01(c), the rights of Participants and Indirect Participants in any Global Note (including the right to receive a certificate or other instrument evidencing an ownership interest in such Global Note) shall be limited to those established by any agreement (including a Book-Entry Only Securities Services Agreement) between the Company and the Depositary, by applicable law and by any agreements among the Depositary and its Participants and among such Participants and the Indirect Participants, and must be exercised through a Participant in accordance with the Applicable Procedures. Accordingly, except as provided in Section 2.06, neither the Company nor the Trustee shall be under any obligation to deliver, nor shall any Participant or Indirect Participant or any owner of any beneficial interest in any Global Note have any right to require the delivery of, a Definitive Note or other instrument evidencing an interest in respect of such Note, and, for so long as no Definitive Note has been issued, the responsibility and liability of the Company in respect of notices or payments on the Notes will be limited to giving notice or making payment of any principal, redemption price, if any, and interest due on the Notes to the Depositary or its nominee. Any notice required or permitted to be given to Holders while the Notes are represented by Global Notes held by, or on behalf of, the Depositary or its nominee as part of the Book-Entry System, shall be provided to the Depositary. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent MembersParticipants or Indirect Participants, the Applicable Procedures or the operation of customary practices of such Depository the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(c) shall apply only to a Global Note Securities deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b2.01(c), authenticate and deliver initially one or more Global Notes Securities that (ai) shall be registered in the name of the Depository Depositary for such Global Note Security or Global Notes Securities or the nominee of such Depository Depositary and (bii) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the DepositorySecurity Custodian. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Agent Members of, or participants in, the Depository (“Agent Members”) shall have no rights either under this Indenture with respect to any Global Note Securities held on their behalf by the Depository Depositary or by the Trustee as custodian for the custodian of the Depository Depositary or under such Global NoteSecurities, and the IssuersDepositary or its nominee may be treated by the Company, the Guarantor, the Trustee and any agent of the Issuers Company, the Guarantor or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Guarantor, the Trustee or any Agent Member or other agent of the Issuers Company, the Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder an owner of a beneficial interest in any Global NoteSecurities. Until the 40th day after the later None of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such periodCompany, the “Distribution Compliance Period”)Guarantor, a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to Registrar or the Trustee a written certificate (in the form provided in Exhibit 1 hereto) shall have any responsibility or obligation to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States an Agent Member or any other jurisdiction. After Person with respect to the expiration accuracy of the Distribution Compliance Periodrecords of the Depositary (or its nominee) or of any Agent Member, such certification requirements shall not apply with respect to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery any ownership interest in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before Securities or after the expiration of the Distribution Compliance Period, only if the transferor first delivers with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to the Securities. The Company, the Guarantor, the Registrar, the Paying Agent, the Swiss Paying Agent and the Trustee a written certificate may rely (and shall be fully protected in relying) upon information furnished by the Depositary with respect to its Agent Members, participants and any beneficial owners in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Securities.

Book-Entry Provisions. This Section 2.1(b2.01(b) shall apply only to a Global Note Security deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01(b) and the written order of the Company, authenticate and deliver initially one or more Global Notes Securities that (ai) shall be registered in the name of the Depository for such Global Note Cede & Co. or Global Notes or the other nominee of such Depository Depositary and (bii) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued Depositary pursuant to represent Rule 144A Notes a FAST Balance Certificate Agreement between the Depositary and Regulation S Notes so long as required by law or the DepositoryTrustee. Members of, or participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global NoteSecurity, and the IssuersDepositary may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global NoteSecurity. Until the 40th day after the later The provisions of the commencement “Operating Procedures of the offering Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations and Instructions to Participants” of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any Initial Notes and such procedures or to monitor or enforce compliance with the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)same.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian Notes Custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository Notes Custodian or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) If Jamaica shall apply only establish in the Authorization that the Debt Securities of a Series are to a Global Note be issued in whole or in part in the form of one or more definitive book-entry Debt Securities deposited with or on behalf of a depositary located in the Depository. The Issuers United States (a “Depositary”), then Jamaica shall execute and the Trustee Fiscal Agent shall, in accordance with this Section 2.1(b)1.5 and the Authorization with respect to such Series, authenticate and deliver initially one or more Global Notes definitive book-entry Debt Securities that (ai) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes book-entry Debt Securities or the nominee of such Depository and Depositary, (bii) shall be delivered by the Trustee Fiscal Agent to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions instruction, and (iii) except as otherwise provided in the Authorization, shall bear a legend substantially to the following effect: “Unless this certificate is presented by an authorized representative of [The Depositary] to Jamaica or held its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [Nominee of Depositary] or such other name as requested by an authorized representative of [The Depositary] and any payment is made to [Nominee of Depositary], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notesregistered owner hereof, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository[Nominee of Depositary], has an interest herein”. Members of, or participants in, the Depository a Depositary (“Agent Members”) shall have no rights under this Indenture Agreement with respect to any Global Note definitive book-entry Debt Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository a Depositary or under such Global Notebook-entry Debt Security, and the Issuerssuch Depositary may be treated by Jamaica, the Trustee Fiscal Agent and any agent of the Issuers Jamaica or the Trustee shall be entitled to treat the Depository Fiscal Agent as the absolute owner of such Global Note definitive registered book-entry Debt Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersJamaica, the Trustee Fiscal Agent, or any agent of the Issuers Jamaica or the Trustee Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depository a Depositary or impair, as between the Depository a Depositary and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Debt Security.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) Global Notes shall (i) be registered in the name of the Depository for such Global Note Clearing Agency or Global Notes or the a nominee of such Depository and the Clearing Agency, (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the DepositoryClearing Agency and (iii) bear the Legend (as applicable). If such In accordance with the requirements of the Clearing Agency, the Issuer shall cause the Trustee to authenticate an additional Global Note or additional Global Notes are Restricted in the appropriate principal amount such that no Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryNote may exceed an aggregate principal amount of $500,000,000 at any time. Members of, or participants in, the Depository Clearing Agency (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Clearing Agency, or by the Trustee as the custodian of the Depository its custodian, or under such Global Note, and the IssuersClearing Agency may be treated by the Issuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders or Beneficial Holders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders and Beneficial Holders of such class of Global Notes to the Clearing Agency, and shall make available additional copies as requested by Agent Members, in each case to the extent that the Trustee shall have been provided with a copy of a Confidentiality Agreement executed and delivered to the Registrar by such Noteholders or Beneficial Holders. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Clearing Agency or impair, as between the Depository Clearing Agency and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in Noteholder under any Global Note. Until Neither the 40th day after Issuer nor the later Trustee shall be liable for any delay by the Clearing Agency in identifying the Agent Members in respect of the commencement of Global Notes, and the offering Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from the Clearing Agency for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Initial Global Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may to be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availableissued).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository Depositary or under such the Global NoteSecurity, and the IssuersDepositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner and Holder of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary, or such nominee, as the case may be, or (B) impair, as between the Depository Depositary and its Agent Members, the Applicable Procedures or the operation of customary practices of such Depository governing the exercise of the rights of a holder Holder of any Security. None of the Company, the Trustee, the Registrar, any Paying Agent or any agent of any of them shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Securities, for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any acts or omissions of a Depositary or for any transactions between a Depositary and any beneficial owner or between or among beneficial owners. No owner of a beneficial interest in the Securities shall have any Global Note. Until rights under this Indenture, and the 40th day after Depositary or its nominee, if any, shall be deemed and treated by the later of Company, the commencement of Trustee, the offering Registrar, any Paying Agent or any agent of any Initial Notes of them as the absolute owner and the original issue date holder of such Initial Notes (such periodSecurities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the “Distribution Compliance Period”)Trustee, a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account Registrar, any Paying Agent or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws agent of any state of the United States them from giving effect to any written certification, proxy or other authorization furnished by a Depositary, or any of its members and any other jurisdiction. After the expiration of the Distribution Compliance Period, Person on whose behalf such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes member may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)act.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) Global Notes shall (i) be registered in the name of the Depository for such Global Note DTC or Global Notes or the a nominee of such Depository and DTC, (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (iii) bear the DepositoryPrivate Placement Legend. If such In accordance with the requirements of DTC, the Issuer will cause the Trustee to authenticate an additional Global Note or additional Global Notes are Restricted in the appropriate principal amount such that no Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryNote may exceed an aggregate principal amount of $500,000,000 at any time. Members of, or participants in, the Depository DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository DTC, or by the Trustee as the custodian of the Depository its custodian, or under such Global Note, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders of such class of Global Notes to DTC and/or the Agent Members, and shall make available additional copies as requested by such Agent Members, subject to the limitations on distribution contained in Section 2.13. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in Noteholder under any Global Note. Until Neither the 40th day after Issuer nor the later Trustee shall be liable for any delay by DTC in identifying the Agent Members in respect of the commencement of Global Notes, and the offering Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Initial Global Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may to be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availableissued).

Book-Entry Provisions. This Section 2.1(b7.3(b) shall apply only to a the Global Note Capital Security and such other Capital Securities in global form as may be authorized by the Trust to be deposited with or on behalf of the DepositoryClearing Agency. The Issuers An Administrative Trustee shall execute and the Property Trustee shall, in accordance with this Section 2.1(b)7.3, authenticate and deliver make available for delivery initially one or more a single Global Notes Capital Security that (ai) shall be registered in the name of the Depository for such Global Note Cede & Co. or Global Notes or the other nominee of such Depository Clearing Agency and (bii) shall be delivered by the Property Trustee to such Depository Clearing Agency or pursuant to such DepositoryClearing Agency’s written instructions or or, if no such written instructions are received by the Property Trustee, held by the Property Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryClearing Agency. Members of, or participants in, the Depository Clearing Agency (“Agent MembersParticipants”) shall have no rights under this Indenture Trust Agreement with respect to any the Global Note Capital Security held on their behalf by the Depository Clearing Agency or by the Property Trustee as the custodian of the Depository Clearing Agency or under such Global NoteCapital Security, and the IssuersClearing Agency may be treated by the Trust, the Property Trustee and any agent of the Issuers Trust or the Property Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Capital Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersTrust, the Property Trustee or any agent of the Issuers Trust or the Property Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Clearing Agency or impair, as between the Depository Clearing Agency and its Agent MembersParticipants, the operation of customary practices of such Depository Clearing Agency governing the exercise of the rights of a holder of a beneficial interest in any the Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Capital Security.

Book-Entry Provisions. This Section 2.1(b2.01(b) shall apply only to a Global Note Security deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01(b) and the written order of the Company, authenticate and deliver initially one or more Global Notes Securities that (ai) shall be registered in the name of the Depository for such Global Note Cede & Co. or Global Notes or the other nominee of such Depository Depositary and (bii) shall be delivered by the Trustee to such Depository Depositary or pursuant to such Depository’s Depositary's instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued Depositary pursuant to represent Rule 144A Notes a FAST Balance Certificate Agreement between the Depositary and Regulation S Notes so long as required by law or the DepositoryTrustee. Members of, or participants in, the Depository Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global NoteSecurity, and the IssuersDepositary may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global NoteSecurity. Until the 40th day after the later The provisions of the commencement "Operating Procedures of the offering Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any Initial Notes and such procedures or to monitor or enforce compliance with the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)same.

Book-Entry Provisions. This Section 2.1(b2.01(b) shall apply only to a Global Note Security deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01(b) and the written order of the Company, authenticate and deliver initially one or more Global Notes Securities that (ai) shall be registered in the name of the Depository for such Global Note Cede & Co. or Global Notes or the other nominee of such Depository Depositary and (bii) shall be delivered by the Trustee to such Depository Depositary or pursuant to such Depository’s Depositary's instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued Depositary pursuant to represent Rule 144A Notes a FAST Balance Certificate Agreement between the Depositary and Regulation S Notes so long as required by law or the DepositoryTrustee. Members of, or participants in, the Depository Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global NoteSecurity, and the IssuersDepositary may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global NoteSecurity. Until the 40th day after the later The provisions of the commencement "Operating Procedures of the offering Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Cedel shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Cedel. The Trustee shall have no obligation to notify holders of any Initial Notes and such procedures or to monitor or enforce compliance with the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)same.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) Global Notes shall (i) be registered in the name of the Depository for such Global Note DTC or Global Notes or the a nominee of such Depository and DTC, (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (iii) bear the DepositoryLegend. If such In accordance with the requirements of DTC, the Issuer will cause the Trustee to authenticate an additional Global Note or additional Global Notes are Restricted in the appropriate principal amount such that no Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryNote may exceed an aggregate principal amount of $500,000,000 at any time. Members of, or participants in, the Depository DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository DTC, or by the Trustee as the custodian of the Depository its custodian, or under such Global Note, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders or Beneficial Holders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders and Beneficial Holders of such class of Global Notes to DTC, and shall make available additional copies as requested by Agent Members, provided that Distribution Reports and related materials and other notices and communications pursuant to Sections 2.13, 4.17, 6.2, 6.12 and 6.13 shall be provided directly to Noteholders and Beneficial Holders (and not to DTC or Agent Members), in each case solely to the extent that the Trustee shall have been provided with a copy of a Confidentiality Agreement executed and delivered to the Registrar by such Noteholders or Beneficial Holders. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in Noteholder under any Global Note. Until Neither the 40th day after Issuer nor the later Trustee shall be liable for any delay by DTC in identifying the Agent Members in respect of the commencement of Global Notes, and the offering Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Initial Global Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may to be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availableissued).

Book-Entry Provisions. This Section 2.1(b2.01(c) shall apply only to a Global Note Notes deposited with the Depositary or on behalf of with the Depository. The Issuers shall execute and the Trustee shallTrustee, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes Participants and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as custodian for the custodian of the Depository or under such Global NoteDepositary, and the IssuersDepositary shall be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent MembersParticipants or Indirect Participants, the Applicable Procedures or the operation of customary practices of such Depository the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later None of the commencement Company, the Trustee or any Agent thereof shall have any responsibility or liability for any aspect of the offering records relating to or payments made on account of beneficial ownership interests in a Global Note, or for maintaining, supervising or reviewing any Initial Notes records relating to such beneficial ownership interests. The Company, the Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, for all purposes of this Indenture relating to a Global Note (including the payment of principal and the original issue date giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole Holder of such Initial Notes (such periodGlobal Note and shall have no obligations to the beneficial owners thereof. None of the Company, the “Distribution Compliance Period”)Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to a Global Note, for the records of the Depositary, including records in respect of beneficial ownership interests in respect of such Global Security, for any transactions between the Depositary and any Participant or between or among the Depositary, any Participant and/or any Indirect Participant and/or holder or owner of a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing or for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted such Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Note.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian Notes Custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository Notes Custodian or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Restricted Notes and the original issue date of such Initial Restricted Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers With respect to each original issuance of Initial Notes or Additional Notes, the Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the DepositoryNotes Custodian. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository Notes Custodian or under such Global Note, and the IssuersCompany, the Guarantors, the Trustee and any agent of the Issuers Company, the Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Guarantors, the Trustee or any agent of the Issuers Company, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 A hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 A hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).S.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (b) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryDepositary. Members of, or participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.02(b) shall apply only to a the Rule 144A Global Note Notes deposited with or on behalf of the Security Depository. The Issuers Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b2.02(b), authenticate and deliver initially one or more Global Note for each Class of Notes that (a) which shall be (i) registered in the name of the Security Depository for such Global Note or Global Notes or the nominee of such the Security Depository and (bii) shall be delivered by the Trustee to such the Security Depository or pursuant to such the Security Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depositoryinstructions. Members of, or participants in, the Security Depository (“Agent Members”) shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Security Depository or by the Trustee as custodian for the custodian of the Security Depository or under such Global NoteNotes, and the IssuersSecurity Depository may be treated by the Issuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Security Depository or impair, as between the Security Depository and its Agent Members, the operation of customary practices of such Security Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any Global NoteNotes. Until So long as there are no Definitive Notes Outstanding, the 40th day after Note Registrar and the later Trustee shall treat the Security Depository for all purposes of this Indenture (including the commencement payment of principal of and interest on the offering of any Initial Notes and the original issue date giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners. The rights of Note Owners shall be exercised only through the Security Depository and shall be limited to those established by law and agreements between such Initial Note Owners and the Security Depository and/or the Agent Members. The initial Security Depository will make book-entry transfers among the Agent Members and receive and transmit payments of principal of and interest on the Notes (to such periodAgent Members with respect to such Global Notes. Whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding amount of the Notes, the “Distribution Compliance Period”)Security Depository shall be deemed to represent such percentage only to the extent that it (i) has received instructions to such effect from Note Owners and/or Agent Members owning or representing, a respectively, such required percentage of the beneficial interest in a Restricted Global Note representing Regulation S the Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers and (ii) has delivered such instructions to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Trustee.

Book-Entry Provisions. This Section 2.1(b2.01(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01(b) and the Indenture, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 heretothe form of Note in Annex A) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 heretothe form of Note in Annex A) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b7.3(b) shall apply only to a --------------------- the Global Note Trust Preferred Security and such other Trust Preferred Securities in global form as may be authorized by the Trust to be deposited with or on behalf of the DepositoryClearing Agency. The Issuers Trust shall execute and the Property Trustee shall, in accordance with this Section 2.1(b)7.3, authenticate and deliver make available for delivery initially one or more Global Notes Trust Preferred Securities that (ai) shall be registered in the name of the Depository for such Global Note Cede & Co. or Global Notes or the other nominee of such Depository Clearing Agency and (bii) shall be delivered by the Trustee to such Depository Clearing Agency or pursuant to such Depository’s Clearing Agency's written instructions or held by the Property Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryClearing Agency. Members of, or participants in, the Depository Clearing Agency (“Agent Members”"Participants") shall have no rights under this Indenture Agreement with respect to any Global Note Trust Preferred Security held on their behalf by the Depository Clearing Agency or by the Property Trustee as the custodian of the Depository Clearing Agency or under such Global NoteTrust Preferred Security, and the IssuersClearing Agency may be treated by the Trust, the Property Trustee and any agent of the Issuers Trust or the Property Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Trust Preferred Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersTrust, the Property Trustee or any agent of the Issuers Trust or the Property Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Clearing Agency or impair, as between the Depository Clearing Agency and its Agent MembersParticipants, the operation of customary practices of such Depository Clearing Agency governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Trust Preferred Security.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date closing of such Initial Notes offering (such period, the “Distribution Compliance Restricted Period”), a beneficial interest interests in a the Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery exchanged for beneficial interests in the form of an interest in a Rule 144A Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is the notes are being made transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a the Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available)) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.

Book-Entry Provisions. This Section 2.1(b2.01(b) shall apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01(b) and this Indenture, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (b) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryDepositary. Members of, or participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository Depositary as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 heretothe form of Note in Annex A) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 heretothe form of Note in Annex A) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(c) shall apply only to a Global Note Notes deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b2.01(c), authenticate and deliver initially one or more Global Notes that (ai) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (bii) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian Note Custodian. After the issuance of Exchange Notes under an Exchange Offer, the Trustee shall have no duty to hold any Global Note as Note Custodian for the Depository or any other Note registered in the name of the Depository or a nominee of the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Agent Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository the Depositary governing the exercise of the rights of a holder Holder of a beneficial interest in any Global Note. Until The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the 40th day after Depositary or other Person with respect to the later accuracy of the commencement records of the offering Depositary or its nominee or of any Initial participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the original issue date Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among the Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such Initial Notes (such periodcertificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the “Distribution Compliance Period”)terms of this Indenture, a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred and to a Person who takes delivery in examine the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers same to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts determine substantial compliance as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting form with the express requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)hereof.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian Notes Custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository Notes Custodian or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue issuance date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b4.01(c) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)4.01(c) and pursuant to an order of the Company, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the DepositoryNotes Custodian. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) Participants shall have no rights under this the Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository Notes Custodian or under such Global Note, and the IssuersDepository may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent MembersParticipants, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Any Book-Entry Security issued hereunder shall, bear a legend in substantially the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes following form (such period, the “Distribution Compliance PeriodGlobal Notes Legend”): UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC” OR THE “DEPOSITORY”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIBAND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance PeriodANY TRANSFER, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S NotesPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, whether before or after the expiration of the Distribution Compliance PeriodCEDE & CO., only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)HAS AN INTEREST HEREIN.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) Global Notes shall (i) be registered in the name of the Depository DTC for such Global Note or Global Notes or in the name of the nominee of such Depository and DTC, (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (iii) bear the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long Private Placement Legend as required by law or the Depositoryset forth in Section 2.02 hereof. Members of, or participants in, the Depository DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository DTC, or by the Trustee as the custodian of the Depository its custodian, or under such Global Note, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b) below, the Trustee shall give all such notices and communications specified herein to be given to Noteholders of such class of Global Notes to DTC and/or the Agent Members, and shall make available additional copies as requested by such Agent Members, subject to the limitations on distribution contained in Section 2.11. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder Holder of a beneficial interest in any Global Note. Until Neither the 40th day after Issuer nor the later Trustee shall be liable for any delay by DTC in identifying the Agent Members in respect of the commencement of Global Notes, and the offering Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Initial Global Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may to be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availableissued).

Book-Entry Provisions. This Section 2.1(b2.02(b) shall apply only to a the Rule 144A Global Note Notes deposited with or on behalf of the Security Depository. The Issuers Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b2.02(b), authenticate and deliver initially one or more Global Note for each Class of Notes that (a) which shall be (i) registered in the name of the Security Depository for such Global Note or Global Notes or the nominee of such the Security Depository and (bii) shall be delivered by the Trustee to such the Security Depository or pursuant to such the Security Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depositoryinstructions. Members of, or participants in, the Security Depository (“Agent Members”) shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Security Depository or by the Trustee as custodian for the custodian of the Security Depository or under such Global NoteNotes, and the IssuersSecurity Depository may be treated by the Issuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Security Depository or impair, as between the Security Depository and its Agent Membersagent members, the operation of customary practices of such Security Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any Global NoteNotes. Until The Note Registrar and the 40th day after Trustee shall treat the later Security Depository for all purposes of this Indenture (including the commencement payment of principal of and interest on the offering of any Initial Notes and the original issue date giving of instructions or directions hereunder) as the sole Holder of the Notes that are Global Notes, and shall have no obligation to the related Note Owners. The rights of Note Owners shall be exercised only through the Security Depository and shall be limited to those established by law and agreements between such Initial Note Owners and the Security Depository and/or the agent members. The initial Security Depository will make book-entry transfers among the agent members and receive and transmit payments of principal of and interest on the Notes (to such periodagent members with respect to such Global Notes. Whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding amount of the Notes, the “Distribution Compliance Period”)Security Depository shall be deemed to represent such percentage only to the extent that it (i) has received instructions to such effect from Note Owners and/or agent members owning or representing, a respectively, such required percentage of the beneficial interest in a Restricted Global Note representing Regulation S the Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers and (ii) has delivered such instructions to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Trustee.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (b) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryDepositary. Members of, or participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (b) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Separate Global Notes shall be issued to represent Rule 144A Global Notes and Regulation S Global Notes so long as required by law or the DepositoryDepositary. Members ofExcept as set forth in this Section 2.1(b), or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any beneficial interests in a Temporary Regulation S Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such will not be exchangeable for interests in a Rule 144A Global Note, and a permanent global note (the Issuers“Permanent Regulation S Global Note” and, together with the Temporary Regulation S Global Note, the Trustee and “Regulation S Global Note”) or any agent other Note prior to the expiration of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository period through and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until including the 40th day after the later of the commencement of the offering of any the Initial Notes Note or Additional Note represented by such Temporary Regulation S Global Note and the original issue date closing of such Initial Notes offering (such period, the “Distribution Compliance Restricted Period”)) and then, a beneficial interest after the expiration of the Restricted Period, may be exchanged for interests in a Restricted Rule 144A Global Note representing or the Permanent Regulation S Notes Global Note only upon certification in form reasonably satisfactory to the Company and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act. Prior to the expiration of the Restricted Period, beneficial interests in a Temporary Regulation S Global Note may be transferred to a Person who takes delivery exchanged for beneficial interests in the form of an interest in a Restricted Rule 144A Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer the beneficial interest in the Temporary Regulation S Global Note is being made transferred to a Person who the transferor reasonably believes to be a QIB and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Global Notes. Beneficial interests in a Restricted Rule 144A Global Note representing Rule 144A Notes that is a Transfer Restricted Note may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing the Regulation S NotesGlobal Note, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available)) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, as operator of Clearstream. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as provided herein and in the Indenture.

Book-Entry Provisions. This Section 2.1(b4.01(c) shall apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)4.01(c) and pursuant to an order of the Company, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (b) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the DepositoryNotes Custodian. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) Participants shall have no rights under this the Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Notes Custodian or under such Global Note, and the IssuersDepositary may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent MembersParticipants, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Any Book-Entry Security issued hereunder shall, bear a legend in substantially the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes following form (such period, the “Distribution Compliance PeriodGlobal Notes Legend”): UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC” OR THE “DEPOSITARY”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIBAND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance PeriodANY TRANSFER, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S NotesPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, whether before or after the expiration of the Distribution Compliance PeriodCEDE & CO., only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)HAS AN INTEREST HEREIN.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) Global Notes shall (i) be registered in the name of the Depository for such Global Note DTC or Global Notes or the a nominee of such Depository and DTC, (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (iii) bear the DepositoryLegend. If such In accordance with the requirements of DTC, the Issuer will cause the Trustee to authenticate an additional Global Note or additional Global Notes are Restricted in the appropriate principal amount such that no Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryNote may exceed an aggregate principal amount of $500,000,000 at any time. Members of, or participants in, the Depository DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository DTC, or by the Trustee as the custodian of the Depository its custodian, or under such Global Note, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders or Beneficial Holders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders and Beneficial Holders of such class of Global Notes to DTC, and shall make available additional copies as requested by Agent Members, in each case to the extent that the Trustee shall have been provided with a copy of a Confidentiality Agreement executed and delivered to the Registrar by such Noteholders or Beneficial Holders. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in Noteholder under any Global Note. Until Neither the 40th day after Issuer nor the later Trustee shall be liable for any delay by DTC in identifying the Agent Members in respect of the commencement of Global Notes, and the offering Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Initial Global Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may to be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availableissued).

Book-Entry Provisions. This Section 2.1(b2.05(d) shall apply only to a Global Note Notes deposited with or on behalf of the DepositoryRegistered Depositary. (i) The Issuers shall execute provisions of the “Operating Procedures of the Euroclear System” of Euroclear and the Trustee shall“Terms and Conditions Governing Use of Participants” of Clearstream, in accordance with this Section 2.1(b)respectively, authenticate and deliver initially one or more shall be applicable to the Regulation S Global Notes that (a) shall be registered insofar as interests in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required held by law or the Depository. Members of, members or participants inof Euroclear or Clearstream, as the Depository case may be. (“ii) Agent Members”) Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by Trustee, as custodian for the Trustee as the custodian of the Depository or under such Global NoteRegistered Depositary, and the IssuersRegistered Depositary may be treated by the Company, the Trustee Trustee, and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee Trustee, or any agent of the Issuers Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository Registered Depositary or impair, as between the Depository Registered Depositary and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until (e) At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Note shall be returned to or retained and canceled by the 40th day after the later of the commencement of the offering of Trustee in accordance with Section 2.17. At any Initial Notes and the original issue date of time prior to such Initial Notes (such periodcancellation, the “Distribution Compliance Period”), a if any beneficial interest in a Restricted Global Note representing Regulation S Notes may be is exchanged for or transferred to a Person who takes will take delivery thereof in the form of an a beneficial interest in a Restricted another Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (or in the form provided of Notes in Exhibit 1 hereto) definitive form, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such reduction; and if the effect that such transfer beneficial interest is being made to a Person who the transferor reasonably believes is purchasing exchanged for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes will take delivery thereof in the form of an a beneficial interest in a Restricted another Global Note, such other Global Note representing Regulation S shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Registered Depositary at the direction of the Trustee to reflect such increase. (f) The forms of Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be applicable thereto or determined by officers of the Company executing such Notes, whether before or after the expiration as evidenced by their execution thereof. Any portion of the Distribution Compliance Periodtext of any Note may be set forth on the reverse thereof, only if with an appropriate reference thereof on the transferor first delivers to face of the Trustee a written certificate (in Note. If the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).Notes

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) Global Notes shall (i) be registered in the name of the Depository for such Global Note DTC or Global Notes or the a nominee of such Depository and DTC, (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (iii) bear the DepositoryLegend. If such In accordance with the requirements of DTC, the Issuer will cause the Trustee to authenticate an additional Global Note or additional Global Notes are Restricted in the appropriate principal amount such that no Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryNote may exceed an aggregate principal amount of $500,000,000 at any time. Members of, or participants in, the Depository DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository DTC, or by the Trustee as the custodian of the Depository its custodian, or under such Global Note, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders of such class of Global Notes to DTC and/or the Agent Members, and shall make available additional copies as requested by such Agent Members, subject to the limitations on distribution contained in Section 2.13. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in Noteholder under any Global Note. Until Neither the 40th day after Issuer nor the later Trustee shall be liable for any delay by DTC in identifying the Agent Members in respect of the commencement of Global Notes, and the offering Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Initial Global Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may to be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availableissued).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)) and pursuant to a Company Order, authenticate and deliver initially one or more Global Notes that (ai) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Agent Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this the Indenture and the Supplemental Indenture with respect to any Global Note held on their behalf by the Depository Depository, or by the Trustee as the custodian of the Depository Depository, or under such any Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository or its nominee, as the case may be, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers Ownership of beneficial interests in any Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by the Depository or its nominee (with respect to interests of Agent Members) and the records of the Agent Members (with respect to interests of Persons other than Agent Members). None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility of liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred or for maintaining, supervising or reviewing any records relating to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)beneficial ownership interests.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date closing of such Initial Notes offering (such period, the “Distribution Compliance Restricted Period”), a beneficial interest interests in a the Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery exchanged for beneficial interests in the form of an interest in a Rule 144A Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is the notes are being made transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a the Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)) and pursuant to a Company Order, authenticate and deliver initially one or more Global Notes that (ai) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s 's instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Agent Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this the Indenture and the Supplemental Indenture with respect to any Global Note held on their behalf by the Depository Depository, or by the Trustee as the custodian of the Depository Depository, or under such any Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository or its nominee, as the case may be, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers Ownership of beneficial interests in any Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by the Depository or its nominee (with respect to interests of Agent Members) and the records of the Agent Members (with respect to interests of Persons other than Agent Members). None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility of liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred or for maintaining, supervising or reviewing any records relating to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)beneficial ownership interests.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(c) shall apply only to a the Regulation S Global Note, the Rule 144A Global Note and the Exchange Notes issued in the form of one or more permanent Global Notes (collectively, the "Global Notes") deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b2.01(c), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (b) shall be delivered by the Trustee to such Depository Depositary or pursuant to such Depository’s Depositary's instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryDepositary. Members of, or participants in, the Depository Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder an owner of a beneficial interest in any Global Note. Until the 40th day after the later Without limitation of the commencement preceding paragraph, all payments to Agent Members in respect of any Global Note held by the Depositary (except for the account of Euroclear of Cedel) shall, unless notice requesting payment in the currency in which the Notes are denominated is given by such Agent Members in accordance with applicable procedures of the offering Depositary, be made in U.S. Dollars in accordance with applicable procedures of the Depositary, if and to the extent such payment is required by such procedures and provided that arrangements for the conversion of payments by the Company in respect of such Global Note into U.S. Dollars are in form and substance acceptable to the Paying Agent or other party to such conversion (which may but need not be an affiliate of the Paying Agent), including receipt of documentation satisfactory to the Paying Agent or such other party and payment of any Initial Notes and currency conversion fee assessed by the original issue date Paying Agent or such other party at the expense of such Initial Agent Members. Nothing in such procedures or arrangements shall affect the Company's obligation to pay, and any Holder's right to receive, payment in the currency in which the Notes (such periodare denominated, or the “Distribution Compliance Period”), right of a Holder of a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to receive a Person who takes delivery Note in the certificated form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availablecontemplated by Section 2.01(d).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) Global Notes shall (i) be registered in the name of the Depository for such Global Note DTC or Global Notes or the a nominee of such Depository and DTC, (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (iii) bear the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryPrivate Placement Legend. Members of, or participants in, the Depository DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository DTC, or by the Trustee as the custodian of the Depository its custodian, or under such Global Note, and the IssuersDTC may be treated by Royalty Sub, the Trustee and any agent of the Issuers Royalty Sub or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders of such class of Global Notes to DTC and/or the Agent Members, and shall make available additional copies as requested by such Agent Members, subject to the limitations on distribution contained in Section 2.13. Notwithstanding the foregoing, nothing herein shall prevent the IssuersRoyalty Sub, the Trustee or any agent of the Issuers Royalty Sub or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in Noteholder under any Global Note. Until Neither Royalty Sub nor the 40th day after Trustee shall be liable for any delay by DTC in identifying the later Agent Members in respect of the commencement of Global Notes, and Royalty Sub and the offering Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Initial Global Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may to be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availableissued).

Book-Entry Provisions. This Section 2.1(b1(e) shall apply only to a Global Note global Securities deposited with or on behalf of a depository located in the United States (a "U.S. Depository"). The Issuers shall execute and Securities will be issued initially in the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially form of one or more Global Notes registered global Securities deposited with or on behalf of a U.S. Depository, that (ai) shall be registered in the name of the U.S. Depository for such Global Note global Security or Global Notes Securities or the nominee of such Depository and U.S. Depository, (bii) shall be delivered by the Trustee Fiscal Agent to such U.S. Depository or pursuant to such U.S. Depository’s instructions 's instruction and (iii) shall bear a legend substantially to the following effect: "Unless this certificate is presented by an authorized representative of [insert name and address of Depository] to the Issuer or held its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [insert name of nominee of Depository], or such other name as is requested by an authorized representative of [insert name of Depository], and any payment hereon is made to [insert name of nominee of Depository], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the Trustee as custodian for the registered owner hereof, [insert name of nominee of Depository. If such Global Notes are Restricted Global Notes], then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. has an interest herein." Members of, or participants in, the a U.S. Depository (“"Agent Members”") shall have no rights under this Indenture Fiscal Agency Agreement with respect to any Global Note global Security held on their behalf by the Depository or by the Trustee as the custodian of the a U.S. Depository or under such Global Notethe global Security, and such U.S. Depository may be treated by the IssuersIssuer, the Trustee Guarantor, the Fiscal Agent, and any agent of the Issuers Issuer, the Guarantor or the Trustee shall be entitled to treat the Depository Fiscal Agent as the absolute owner of such Global Note global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee Guarantor, the Fiscal Agent, or any agent of the Issuers Issuer, the Guarantor or the Trustee Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by the a U.S. Depository or impair, as between the a U.S. Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global NoteSecurity. So long as the U.S. Depository is the registered owner of Securities, the U.S. Depository will for all purposes of the Securities and this Agreement be considered the sole owner or holder of such Securities. Until such time as definitive Securities may be issued, beneficial owners of Securities will not be entitled to have Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities in definitive form, and will not be considered the 40th day after owners or holders thereof under this Agreement for any purpose. If (i) the later Issuer notifies the Fiscal Agent in writing that the U.S. Depository is no longer willing or able to act as a depository and the Issuer is unable to locate a qualified successor within 90 days or (ii) the Issuer notifies the Fiscal Agent in writing to cause the issuance of Securities in definitive form, then, upon surrender by the global Security holder of its global Security, Securities in such form will be issued to each person that such global Security holder and the U.S. Depository identifies as the beneficial owner of the commencement of the offering of any Initial Notes and the original issue date of related Securities. Upon such Initial Notes (such periodissuance, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery Fiscal Agent shall register such Securities in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if name of, and cause the transferor first delivers same to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Periodbe delivered to, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in person or persons (or the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availablenominee thereof).

Book-Entry Provisions. This Section 2.1(b2.01(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01(b) and the Indenture, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes, Regulation S Notes and Regulation S IAI Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in the form of Note in Exhibit 1 heretoA) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the Appendix-3 form provided in the form of Note in Exhibit 1 heretoA) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(b) shall only apply only to a Global Note Notes deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian Custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes Participants and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) Indirect Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as Custodian for the custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary shall be treated by the Company, the Trustee Trustee, each Agent and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee Trustee, any Agent or any other agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent MembersParticipants or Indirect Participants, the Applicable Procedures or the operation of customary practices of such Depository the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later None of the commencement of the offering of Trustee or any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a Agent shall have any responsibility or obligation to any beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form owner of an interest in a Restricted Global Note, a member of, or a Participant or Indirect Participant in, the Depositary or other Person with respect to the accuracy of the records of Depositary or its nominee or of any Participant or Indirect Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant, Indirect Participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners, Participants and Indirect Participants in any Global Note representing Rule 144A Notes shall be exercised only if through the transferor first delivers Depositary subject to the Applicable Procedures. The Trustee a written certificate (and each Agent may rely and shall be fully protected in relying upon information furnished by the form provided in Exhibit 1 hereto) Depositary with respect to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion members, Participants, Indirect Participants and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)owners.

Book-Entry Provisions. This Section 2.1(b2.2(b) shall apply only to a Global Note global Bonds deposited with DTC or on behalf of the Depositoryits custodian. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b2.2(b), authenticate and deliver initially one or more Global Notes global Bonds that (a) shall be registered in the name of the Depository for such Global Note or Global Notes DTC or the nominee of such Depository and DTC, (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC or pursuant to DTC’s instructions and (c) shall bear legends substantially to the Depository. If following effect: “Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such Global Notes are Restricted Global Notesother name as is requested by an authorized representative of The Depository Trust Company (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of The Depository Trust Company), then separate Global Notes any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein.” “Transfers of this global Bond shall be issued limited to represent Rule 144A Notes transfers in whole, but not in part, to nominees of The Depository Trust Company or to a successor thereof or such successor’s nominee, and Regulation S Notes so long as required by law or transfers of portions of this global Bond shall be limited to transfers made in accordance with Section 3.7 of the Depository. Indenture referred to herein.” Members of, or participants in, the Depository (“Agent Members”) DTC shall have no rights under this Indenture with respect to any Global Note global Bond held on their behalf by the Depository or DTC, and DTC may be treated by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee Trustee, and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner and Holder of such Global Note global Bond for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository DTC and its Agent Membersagent members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Bond.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note Security deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes Securities that (a) shall be registered in the name of the Depository for such Global Note Security or Global Notes Securities or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes Securities are Restricted Global NotesSecurities, then separate Global Notes Securities shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global NoteSecurity, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global NoteSecurity. Until the 40th day after the later of the commencement of the offering of any Initial Notes Securities and the original issue date of such Initial Notes Securities (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note Security representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note Security representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 A hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note Security representing Regulation S Notes. Beneficial interests in a Restricted Global Note Security representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note Security representing Regulation Regulations S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 A hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.02(b) shall apply only to a the Global Note Notes deposited with or on behalf of the Securities Depository. The Issuers Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.1(b2.02(b), authenticate and deliver initially one or more Global Note for each Class of Notes that which (ai) shall be registered in the name of the Securities Depository for such Global Note or Global Notes or the nominee of such the Securities Depository and (bii) shall be delivered by the Indenture Trustee to such the Securities Depository or pursuant to such the Securities Depository’s 's instructions or held by the Indenture Trustee as custodian for the Securities Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Agent Members of, or participants in, the Depository (“Agent Members”) shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Securities Depository or by the Indenture Trustee as custodian for the custodian of the Securities Depository or under such Global Note, and the IssuersSecurities Depository may be treated by the Issuer, the Indenture Trustee and any agent of the Issuers Issuer or the Indenture Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Indenture Trustee or any agent of the Issuers Issuer or the Indenture Trustee from giving effect to any written certification, proxy or other authorization furnished by the Securities Depository or impair, as between the Securities Depository and its Agent Members, the operation of customary practices of such Securities Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any Global Note. Until KL2 3395391.6 [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the 40th day after company if publicly disclosed. The Note Registrar and the later Indenture Trustee shall be entitled to treat the Securities Depository for all purposes of this Indenture (including the commencement payment of principal of and interest on the offering of any Initial Notes and the original issue date giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners. The rights of Note Owners shall be exercised only through the Securities Depository and shall be limited to those established by law and agreements between such Initial Note Owners and the Securities Depository and/or the Agent Members pursuant to the Note Depository Agreement. The initial Securities Depository will make book-entry transfers among the Agent Members and receive and transmit payments of principal of and interest on the Notes (to such periodAgent Members with respect to such Global Notes. Whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding amount of the Notes, the “Distribution Compliance Period”)Securities Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Agent Members owning or representing, a respectively, such required percentage of the beneficial interest in a Restricted Global Note representing Regulation S the Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers and has delivered such instructions to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Indenture Trustee.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Senior Discount Note deposited with or on behalf of the DepositoryDepositary. The Issuers Holdings shall execute and the Senior Discount Notes Trustee shall, in accordance with this Section 2.1(b)) and pursuant to an order of Holdings, authenticate and deliver initially one or more Global Senior Discount Notes that (a) shall be registered in the name of the Depository Depositary for such Global Senior Discount Note or Global Senior Discount Notes or the nominee of such Depository Depositary and (b) shall be delivered by the Senior Discount Notes Trustee to such Depository Depositary or pursuant to such Depository’s Depositary's instructions or held by the Senior Discount Notes Trustee as custodian for the Depository. If such Global Senior Discount Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryCustodian. Members of, or participants in, the Depository Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Senior Discount Note held on their behalf by the Depository Depositary or by the Senior Discount Notes Trustee as the custodian of the Depository Senior Discount Notes Custodian or under such Global Senior Discount Note, and the IssuersDepositary may be treated by Holdings, the Senior Discount Notes Trustee and any agent of the Issuers Holdings or the Senior Discount Notes Trustee shall be entitled to treat the Depository as the absolute owner of such Global Senior Discount Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersHoldings, the Senior Discount Notes Trustee or any agent of the Issuers Holdings or the Senior Discount Notes Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Senior Discount Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(d) shall apply only to a the Regulation S Global Note Notes, the Rule 144A Global Notes and the Exchange Notes issued in the form of one or more permanent Global Notes (collectively, the "GLOBAL NOTES") deposited with or the Common Depositary, on behalf of the DepositoryDepositary or the Trustee, as custodian for the Depositary, as applicable. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b2.01(d), authenticate and deliver initially one or more Global Notes that (ai) in the case of European Rule 144A Global Notes and Regulation S Global Notes to be held on behalf of Euroclear and Clearstream, (A) shall be registered in the name of the Depository Common Depositary for such Global Note or the nominee of the Common Depositary and (B) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions to the Common Depositary as custodian for the Depositary and (ii) in the case of DTC Rule 144A Global Notes (A) shall be registered in the name of the Depositary or the nominee of such Depository the Depositary and (bB) shall be delivered by the Trustee to such Depository Depositary or pursuant to such Depository’s Depositary's instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryDepositary. Members of, or participants in, the Depository Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee Common Depositary or the Trustee, as the custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder an owner of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01 (b) and Section 2.02 hereof, authenticate and deliver initially one or more the Global Notes that (a) to the Book-Entry Depositary. Upon receipt of the Restricted Global Notes and the Regulation S Global Note authenticated and delivered by the Trustee, the Book-Entry Depositary shall be registered issue to the Depositary a Depositary Interest in such Global Note by recording the Depositary Interest in the register of the Book-Entry Depositary in the name of Cede & Co., as nominee of the Depository for Depositary. Ownership of Book-Entry Interests shall be limited to Participants, including Euroclear and Cedel, and Indirect Participants. Upon the issuance of the Depositary Interest in such Global Note or Global Notes or to the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants inDepositary, the Depository (“Agent Members”) Depositary shall credit, on its internal book-entry registration and transfer system, its Participant's accounts with the respective interests owned by such Participants. Neither the Depositary nor its Participants shall have no any rights either under this Indenture or under any Global Note with respect to any such Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global NoteBook-Entry Depositary, and the IssuersBook-Entry Depositary may be treated by the Issuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest and Liquidated Damages on the Global Notes and for all purposes whatsoeverother purposes. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Book-Entry Depositary or impair, as between the Depository Book-Entry Depositary and the Depositary and its Agent MembersParticipants, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder an owner of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note Notes or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global NoteNotes. Until the 40th day after the later of the commencement of the offering of The Trustee shall have no responsibility or obligation to any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form owner of an interest in a Restricted Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note representing Rule 144A Notes shall be exercised only if the transferor first delivers through DTC subject to the applicable rules and procedures of DTC. The Trustee a written certificate (may conclusively rely and shall be fully protected in the form provided in Exhibit 1 hereto) conclusively relying upon information furnished by DTC with respect to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion members, participants and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)owners.

Book-Entry Provisions. This Section 2.1(b) The Bonds shall apply only originally be issued solely in book-entry form to a Global Note deposited with or on behalf of Depository to be held in a book-entry system in which event: (i) the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) Bonds shall be registered in the name of the Depository or its nominee, as Owner, and immobilized in the custody of the Depositor; (ii) there shall, unless otherwise requested by the Depository, be a single Bond certificate representing the aggregate principal amount of the Bonds; and (iii) the Bonds shall not be transferable or exchangeable, except for transfer to another Depository or another nominee of a Depository without further action by the Issuer as set forth in the third succeeding paragraph of this Section. While the Bonds are held in book-entry form, (i) the principal and Purchase Price of and any premium on any Bond shall be payable when due in next day or federal funds by check or wire transfer delivered or transmitted to the Depository or its authorized representative, and (ii) interest on any Bond shall be paid on each Interest Payment Date in next day or federal funds by check or wire transfer delivered or transmitted to the Depository or its authorized representative. Upon a partial payment of a Bond which results in the stated amount thereof being reduced, the Owner may, in its discretion, make notation on a register of partial payments maintained by the Owner with respect to the Bond of such Global Note payment, stating the amount so paid, but such notation, if made by the Owner, shall be for reference only and may not be relied upon by any person as being in any way determinative of the principal amount of the Bond Outstanding. Anything herein to the contrary notwithstanding, in the case of any Bonds registered in the name of the Depository or Global Notes its nominee, the Trustee, the Tender Agent and the Remarketing Agent shall comply with the applicable operational arrangements of the Depository. Specifically, the Trustee shall make payments on the Bonds and will provide notices of redemption to the Depository in the manner and at the times set forth in such operational arrangements and shall regard the Depository as the Owner of such Bonds for all purposes hereunder, except for the purposes of giving any consent requested of Owners of Bonds pursuant to this Indenture and receiving or giving any notices related to the tender rights of the Owners of the Bonds, the giving and receiving of which consents and notices related to tender rights shall be governed by the last paragraph of this Section 2.12. If any Depository determines not to continue to act as a Depository for the Bonds held in a book-entry system, the Issuer may attempt to have established a securities depository/book-entry system relationship with another Depository under this Indenture. If the Issuer does not or is unable to do so, the Issuer and the Trustee, after the Trustee has made provision for notification of the owners of book-entry interests by appropriate notice to the then Depository, shall permit withdrawal of the Bonds from the Depository and shall authenticate and deliver Bond certificates in fully registered form to the assignees of the Depository or its nominee. If the event is not the result of Issuer action or inaction, such withdrawal, authentication and delivery shall be at the cost and expense (including costs of printing or otherwise preparing, and delivering, such replacement Bonds), of those persons requesting that authentication and delivery. Such replacement Bonds shall be in Authorized Denominations. While the Bonds are registered in the name of a Depository or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such a Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no will mail an omnibus proxy to the Trustee. Pursuant to the omnibus proxy, the Depository will assign the rights under this Indenture of the Depository to consent to matters relating to the Bonds, and to receive or give notices related to the tender rights with respect to any Global Note held on the Bonds, to those Participants having the Bonds credited to their behalf by accounts as of the Depository record date for mailing of requests for consents or by receiving or giving notices related to the tender rights. The Participants shall be identified in a list attached to the omnibus proxy. The Trustee shall then treat the Participants as the custodian Owners of the Depository Bonds for purposes of obtaining such consents and receiving or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers notices related to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)tender rights.

Book-Entry Provisions. This Section 2.1(b2.01(b) shall apply only to a --------------------- Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b2.01(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note Cede & Co. or Global Notes or the other nominee of such Depository Depositary and (b) shall be delivered by the Trustee to such Depository Depositary or pursuant to such Depository’s Depositary's instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued Depositary pursuant to represent Rule 144A Notes a FAST Balance Certificate Agreement between the Depositary and Regulation S Notes so long as required by law or the DepositoryTrustee. Members of, or participants in, the Depository Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing Nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later Except as provided in subparagraph (c) below, owners of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S will not be entitled to have Notes may registered in their names, will not receive or be transferred entitled to a Person who takes delivery receive Notes in the definitive registered form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account and will not be considered owners or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)holders thereof under this Indenture.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)) and pursuant to an order of the Company, authenticate and deliver initially one or more Global Notes that (ai) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s 's instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depository, or by the Trustee as the custodian of the Depository Depository, or under such any Global Note, and the IssuersDepository or its nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or shall impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers Ownership of beneficial interests in a Restricted any Global Note representing Regulation S Notes. Beneficial will be shown on, and transfers thereof will be effected only through, records maintained by the Depository or its nominee (with respect to interests in a Restricted Global Note representing Rule 144A Notes may be transferred of Agent Members) and the records of Agent Members (with respect to a Person who takes delivery in the form interests of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availablePersons other than Agent Members).

Book-Entry Provisions. This Section 2.1(b2.02(b) shall apply only to a the Global Note Notes deposited with or on behalf of the Security Depository. The Issuers Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b2.02(b), authenticate and deliver initially one or more Global Note for each Class of Notes that (a) which shall be (i) registered in the name of the Security Depository for such Global Note or Global Notes or the nominee of such the Security Depository and (bii) shall be delivered by the Trustee to such the Security Depository or pursuant to such the Security Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depositoryinstructions. Members of, or participants in, the Security Depository (“Agent Members”) shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Security Depository or by the Trustee as custodian for the custodian of the Security Depository or under such Global NoteNotes, and the IssuersSecurity Depository may be treated by the Issuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Security Depository or impair, as between the Security Depository and its Agent Members, the operation of customary practices of such Security Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any Global NoteNotes. Until So long as there are no Definitive Notes Outstanding, the 40th day after Note Registrar and the later Trustee shall treat the Security Depository for all purposes of this Indenture (including the commencement payment of principal of and interest on the offering of any Initial Notes and the original issue date giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners. The rights of Note Owners shall be exercised only through the Security Depository and shall be limited to those established by law and agreements between such Initial Note Owners and the Security Depository and/or the Agent Members. The initial Security Depository will make book‑entry transfers among the Agent Members and receive and transmit payments of principal of and interest on the Notes (to such periodAgent Members with respect to such Global Notes. Whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding amount of the Notes, the “Distribution Compliance Period”)Security Depository shall be deemed to represent such percentage only to the extent that it (i) has received instructions to such effect from Note Owners and/or Agent Members owning or representing, a respectively, such required percentage of the beneficial interest in a Restricted Global Note representing Regulation S the Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers and (ii) has delivered such instructions to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Trustee.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes, Regulation S Notes and Regulation S IAI Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes Issue Date (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes or IAI Notes, as applicable, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that (x) in the case of Rule 144A Notes, such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdictionjurisdiction or (y) in the case of IAI Notes, the interest in the Restricted Global Note Representing IAI Notes is being transferred to an Institutional Accredited Investor acquiring securities for its own account or for the account of another Institutional Accredited Investor. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes or IAI Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.02(b) shall apply only to a the Rule 144A Global Note Notes and the Regulation S Permanent Global Notes deposited with or on behalf of the Security Depository. The Issuers Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b2.02(b), authenticate and deliver initially one or more Global Note for each Class of Notes that (a) which shall be (i) registered in the name of the Security Depository for such Global Note or Global Notes or the nominee of such the Security Depository and (bii) shall be delivered by the Trustee to such the Security Depository or pursuant to such the Security Depository’s instructions or held by the Trustee as custodian for the Depositoryinstructions. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Agent Members of, or participants in, the Depository (“Agent Members”) shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Security Depository or by the Trustee as custodian for the custodian of the Security Depository or under such Global NoteNotes, and the IssuersSecurity Depository may be treated by the Issuer, the Trustee Trustee, the Note Insurer and any agent of the Issuers Issuer, the Trustee or the Trustee shall be entitled to treat the Depository Note Insurer as the absolute owner of such Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee Trustee, the Note Insurer or any agent of the Issuers Issuer, the Trustee or the Trustee Note Insurer from giving effect to any written certification, proxy or other authorization furnished by the Security Depository or impair, as between the Security Depository and its Agent Members, the operation of customary practices of such Security Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any Global NoteNotes. Until The Note Registrar, the 40th day after Note Insurer and the later Trustee shall treat the Security Depository for all purposes of this Indenture (including the commencement payment of principal of and interest on the offering of any Initial Notes and the original issue date giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners. The rights of Note Owners shall be exercised only through the Security Depository and shall be limited to those established by law and agreements between such Initial Note Owners and the Security Depository and/or the Agent Members. The initial Security Depository will make book-entry transfers among the Agent Members and receive and transmit payments of principal of and interest on the Notes (to such periodAgent Members with respect to such Global Notes. Whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding amount of the Notes, the “Distribution Compliance Period”)Security Depository shall be deemed to represent such percentage only to the extent that it (i) has received instructions to such effect from Note Owners and/or Agent Members owning or representing, a respectively, such required percentage of the beneficial interest in a Restricted Global Note representing Regulation S the Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers and (ii) has delivered such instructions to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Trustee.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date closing of such Initial Notes offering (such period, the “Distribution Compliance Restricted Period”), a beneficial interest interests in a the Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery exchanged for beneficial interests in the form of an interest in a Rule 144A Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is the Notes are being made transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a the Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note Security deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes Securities that (ai) shall be registered in the name of the Depository Depositary for such Global Note Security or Global Notes Securities or the nominee of such Depository Depositary and (bii) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the DepositorySecurities Custodian. If such Global Notes Securities are Restricted Global NotesSecurities, then separate Global Notes Securities shall be issued to represent Rule 144A Notes Securities and Regulation S Notes Securities so long as required by law or the DepositoryDepositary. Members of, or participants in, the Depository Depositary (“Agent Members”) shall have no rights under this the Supplemental Indenture with respect to any Global Note Security held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global NoteSecurity, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository Depositary as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global NoteSecurity. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes Private Securities and the original issue date of such Initial Notes Private Securities (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note Security representing Regulation S Notes Securities may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note Security representing Rule 144A Notes Securities only if (i) such exchange occurs in connection with a transfer pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who who, in the case of Rule 144A Securities, the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and (iii) the transfer is in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note Security representing Regulation S NotesSecurities. Beneficial interests in a Restricted Global Note Security representing Rule 144A Notes Securities may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note Security representing Regulation S NotesSecurities, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)SECTION 2.2, authenticate and deliver initially one or more each Global Notes Note that (a) shall be (i) registered in the name of the Depository for such Global Note or Global Notes or the its nominee of such Depository and (bii) shall be delivered by the Trustee to such the Depository or pursuant to such the Depository’s 's instructions or held by the Trustee as custodian Note Custodian for the Depository. If With respect to the Notes that are represented by a Global Note, the Company authorizes the execution and delivery by the Trustee of a letter of representation or other similar agreement or instrument in the form customarily provided by the Depositary appointed with respect to such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryNote. Members of, or participants in, the Depository (“Agent Members”"AGENT MEMBERS") shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depository (or by its nominee), or the Trustee Note Custodian as the custodian of the Depository its custodian, or under such Global Note, and the IssuersDepository may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Issuers Company, the Subsidiary Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner and Holder of such Global Note for all purposes whatsoever, including the Person (i) through whom all rights of ownership may be exercised, (ii) to whom all notices are required to be made, and (iii) entitled to receive payments from or at the direction of the Company with respect to the Notes. Notwithstanding the foregoing, (y) the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take action that a Holder is entitled to take under this Indenture or the Notes and (z) nothing herein shall prevent the IssuersCompany, the Subsidiary Guarantors, the Trustee or any agent of the Issuers Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or shall impair, as between the Depository and its Agent Members, the operation of customary practices and procedures of such Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Note.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date closing of such Initial Notes offering (such period, the “Distribution Compliance Restricted Period”), a beneficial interest interests in a the Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery exchanged for beneficial interests in the form of an interest in a Rule 144A Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is the notes are being made transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a the Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available)) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear of Clearstream.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian Notes Custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository Notes Custodian or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue issuance date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).. App. - 2

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.2, authenticate and deliver initially one or more each Global Notes Note that (a) shall be (i) registered in the name of the Depository for such Global Note or Global Notes or the its nominee of such Depository and (bii) shall be delivered by the Trustee to such the Depository or pursuant to such the Depository’s 's instructions or held by the Trustee as custodian Note Custodian for the Depository. If With respect to the Notes that are represented by a Global Note, the Company authorizes the execution and delivery by the Trustee of a letter of representation or other similar agreement or instrument in the form customarily provided by the Depository appointed with respect to such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryNote. Members of, or participants in, the Depository (“"Agent Members”") shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depository (or by its nominee), or the Trustee Note Custodian as the custodian of the Depository its custodian, or under such Global Note, and the IssuersDepository may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Issuers Company, the Subsidiary Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner and Holder of such Global Note for all purposes whatsoever, including the Person (i) through whom all rights of ownership may be exercised, (ii) to whom all notices are required to be made, and (iii) entitled to receive payments from or at the direction of the Company with respect to the Notes. Notwithstanding the foregoing, (y) the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take action that a Holder is entitled to take under this Indenture or the Notes and (z) nothing herein shall prevent the IssuersCompany, the Subsidiary Guarantors, the Trustee or any agent of the Issuers Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or shall impair, as between the Depository and its Agent Members, the operation of customary practices and procedures of such Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Note.

Book-Entry Provisions. This Section 2.1(b2.02(b) shall apply only to a the Global Note Notes deposited with or on behalf of the Securities Depository. The Issuers Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.1(b2.02(b), authenticate and deliver initially one or more Global Note for each Class of Notes that which (ai) shall be registered in the name of the Securities Depository for such Global Note or Global Notes or the nominee of such the Securities Depository and (bii) shall be delivered by the Indenture Trustee to such the Securities Depository or pursuant to such the Securities Depository’s 's instructions or held by the Indenture Trustee as custodian for the Securities Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Agent Members of, or participants in, the Depository (“Agent Members”) shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Securities Depository or by the Indenture Trustee as custodian for the custodian of the Securities Depository or under such Global Note, and the IssuersSecurities Depository may be treated by the Issuer, the Indenture Trustee and any agent of the Issuers Issuer or the Indenture Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Indenture Trustee or any agent of the Issuers Issuer or the Indenture Trustee from giving effect to any written certification, proxy or other authorization furnished by the Securities Depository or impair, as between the Securities Depository and its Agent Members, the operation of customary practices of such Securities Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any Global Note. Until The Note Registrar and the 40th day after Indenture Trustee shall be entitled to treat the later Securities Depository for all purposes of this Indenture (including the commencement payment of principal of and interest on the offering of any Initial Notes and the original issue date giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners. The rights of Note Owners shall be exercised only through the Securities Depository and shall be limited to those established by law and agreements between such Initial Note Owners and the Securities Depository and/or the Agent Members pursuant to the Note Depository Agreement. The initial Securities Depository will make book-entry transfers among the Agent Members and receive and transmit payments of principal of and interest on the Notes (to such periodAgent Members with respect to such Global Notes. Whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding amount of the Notes, the “Distribution Compliance Period”)Securities Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Agent Members owning or representing, a respectively, such required percentage of the beneficial interest in a Restricted Global Note representing Regulation S the Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers and has delivered such instructions to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Indenture Trustee.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Senior Subordinated Note deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Senior Subordinated Notes Trustee shall, in accordance with this Section 2.1(b)) and pursuant to an order of the Company, authenticate and deliver initially one or more Global Senior Subordinated Notes that (a) shall be registered in the name of the Depository Depositary for such Global Senior Subordinated Note or Global Senior Subordinated Notes or the nominee of such Depository Depositary and (b) shall be delivered by the Senior Subordinated Notes Trustee to such Depository Depositary or pursuant to such Depository’s Depositary's instructions or held by the Senior Subordinated Notes Trustee as custodian for the Depository. If such Global Senior Subordinated Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryCustodian. Members of, or participants in, the Depository Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Senior Subordinated Note held on their behalf by the Depository Depositary or by the Senior Subordinated Notes Trustee as the custodian of the Depository Senior Subordinated Notes Custodian or under such Global Senior Subordinated Note, and the IssuersDepositary may be treated by the Company, the Senior Subordinated Notes Trustee and any agent of the Issuers Company or the Senior Subordinated Notes Trustee shall be entitled to treat the Depository as the absolute owner of such Global Senior Subordinated Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Senior Subordinated Notes Trustee or any agent of the Issuers Company or the Senior Subordinated Notes Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Senior Subordinated Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(b) shall only apply only to a Global Note Notes deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian Custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes Participants and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) Indirect Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as Custodian for the custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary shall be treated by the Company, the Trustee Trustee, each Agent and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee Trustee, any Agent or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent MembersParticipants or Indirect Participants, the Applicable Procedures or the operation of customary practices of such Depository the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later None of the commencement of the offering of Trustee or any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a Agent shall have any responsibility or obligation to any beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form owner of an interest in a Restricted Global Note, a member of, or a Participant or Indirect Participant in, the Depositary or other Person with respect to the accuracy of the records of Depositary or its nominee or of any Participant or Indirect Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant, Indirect Participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners, Participants and Indirect Participants in any Global Note representing Rule 144A Notes shall be exercised only if through the transferor first delivers Depositary subject to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state Applicable Procedures of the United States or Depositary. The Trustee and each Agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, Participants, Indirect Participants and any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)owners.

Book-Entry Provisions. This Section 2.1(b2.02(b) shall apply only to a the Rule 144A Global Note Notes deposited with or on behalf of the Security Depository. The Issuers shall execute and the Indenture Trustee shall, in accordance with this Section 2.1(b2.02(b), authenticate and deliver initially one or more Global Note for the Class A-1 Notes that and one Global Note for the Class A-2 Notes which (ai) shall be registered in the name of the Security Depository for such Global Note or Global Notes or the nominee of such the Security Depository and (bii) shall be delivered by the Indenture Trustee to such the Security Depository or pursuant to such the Security Depository’s 's instructions or held by the Indenture Trustee as custodian for the Security Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Agent Members of, or participants in, the Depository (“Agent Members”) shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Security Depository or by the Indenture Trustee as custodian for the custodian of the Security Depository or under such Global Note, and the Security Depository may be treated by the Issuers, the Indenture Trustee and the Class A Note Insurer and any agent of the Issuers Issuers, the Indenture Trustee or the Trustee shall be entitled to treat the Depository Class A Note Insurer as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Indenture Trustee or the Class A Note Insurer or any agent of the Issuers Issuers, the Indenture Trustee or the Trustee Class A Note Insurer from giving effect to any written certification, proxy or other authorization furnished by the Security Depository or impair, as between the Security Depository and its Agent Members, the operation of customary practices of such Security Depository governing the exercise of the rights of a holder Note Owner. The Note Registrar, the Indenture Trustee and the Class A Note Insurer shall be entitled to treat the Security Depository for all purposes of this Indenture (including the payment of principal of and interest on the Class A-1 Notes and Class A-2 Notes and the giving of instructions or directions hereunder) as the sole Holder of the Class A-1 Notes and Class A-2 Notes, and shall have no obligation to the Note Owners of Class A-1 Notes or Class A-2 Notes. The rights of Note Owners of Class A-1 Notes and Class A-2 Notes shall be exercised only through the Security Depository and shall be limited to those established by law and agreements between such Note Owners of Class A-1 Notes and Class A-2 Notes and the Security Depository and/or the Agent Members pursuant to the Note Depository Agreement. The initial Security Depository will make book-entry transfers among the Agent Members and receive and transmit payments of principal of and interest on the Class A-1 Notes and Class A-2 Notes to such Agent Members with respect to such Global Notes. Whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Class A Notes evidencing a specified percentage of the Outstanding amount of the Class A Notes, the Security Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of Class A-1 Notes or Class A-2 Notes and/or Agent Members owning or representing, respectively, such required percentage of the beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of has delivered such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers instructions to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Indenture Trustee.

Book-Entry Provisions. This Section 2.1(b2.01(c) shall apply only to a Global Note Notes deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shallTrustee, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes Participants and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depository Depositary or by the ​ ​ ​ Trustee as custodian for the custodian of the Depository or under such Global NoteDepositary, and the IssuersDepositary shall be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Subject to this Section 2.01(c), the rights of Participants and Indirect Participants in any Global Note (including the right to receive a certificate or other instrument evidencing an ownership interest in such Global Note) shall be limited to those established by any agreement (including a Book-Entry Only Securities Services Agreement) between the Company and the Depositary, by applicable law and by any agreements among the Depositary and its Participants and among such Participants and the Indirect Participants, and must be exercised through a Participant in accordance with the Applicable Procedures. Accordingly, except as provided in Section 2.06, neither the Company nor the Trustee shall be under any obligation to deliver, nor shall any Participant or Indirect Participant or any owner of any beneficial interest in any Global Note have any right to require the delivery of, a Definitive Note or other instrument evidencing an interest in respect of such Note, and, for so long as no Definitive Note has been issued, the responsibility and liability of the Company in respect of notices or payments on the Notes will be limited to giving notice or making payment of any principal, redemption price, if any, and interest due on the Notes to the Depositary or its nominee. Any notice required or permitted to be given to Holders while the Notes are represented by Global Notes held by, or on behalf of, the Depositary or its nominee as part of the Book-Entry System, shall be provided to the Depositary. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent MembersParticipants or Indirect Participants, the Applicable Procedures or the operation of customary practices of such Depository the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the App. - 3 form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(d) shall apply only to a the Regulation S Global Note Notes, the Rule 144A Global Notes and the Exchange Notes issued in the form of one or more permanent Global Notes (collectively, the "GLOBAL NOTES") deposited with or the Common Depositary, on behalf of the DepositoryDepositary or the Trustee, as custodian for the Depositary, as applicable. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b2.01(d), authenticate and deliver initially one or more Global Notes that (ai) in the case of Euroclear Rule 144A Global Notes and Regulation S Global Notes to be held on behalf of Euroclear and Cedel, (A) shall be registered in the name of the Depository Common Depositary for such Global Note or the nominee of the Common Depositary and (B) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions to the Common Depositary as custodian for the Depositary and (ii) in the case of DTC Rule 144A Global Notes (A) shall be registered in the name of the Depositary or the nominee of such Depository the Depositary and (bB) shall be delivered by the Trustee to such Depository Depositary or pursuant to such Depository’s Depositary's instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryDepositary. Members of, or participants in, the Depository Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Common Depositary or the Trustee as the custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder an owner of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) 1.02 shall apply only to a Global Note Securities deposited with or on behalf of the DepositoryTrustee, as custodian for DTC. The Issuers Each Global Security initially shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (ax) shall be registered in the name of the Depository DTC for such Global Note or Global Notes Security or the nominee of such Depository and DTC, (by) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (z) bear legends as set forth in Section 202 of the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryOriginal Indenture. Members of, or participants in, the Depository DTC (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note Security held on their behalf by the Depository DTC or by the Trustee as the custodian of the Depository DTC or under such Global NoteSecurity, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository DTC governing the exercise of the rights of a holder Holder of a beneficial interest in any Global NoteSecurity. Until the 40th day after the later In connection with any transfer of a portion of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred Security pursuant to Section 1.03 of this Second Supplemental Indenture to beneficial owners who are required to hold Definitive Securities, the Securities Custodian shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Securities of like tenor and amount. In connection with the transfer of an interest in a Restricted entire Global Note representing Rule 144A Notes only if the transferor first delivers Security to beneficial owners pursuant to Section 1.03 of this Second Supplemental Indenture, such Global Security shall be deemed to be surrendered to the Trustee a written certificate (for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing exchange for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. The registered Holder of a Restricted Global Note representing Regulation S Security 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 Indenture or the Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) Global Notes shall (i) be registered in the name of the Depository for such Global Note DTC or Global Notes or the a nominee of such Depository and DTC, (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (iii) bear the DepositoryLegend. If such In accordance with the requirements of DTC, the Issuer will cause the Trustee to authenticate an additional Global Note or additional Global Notes are Restricted in the appropriate principal amount such that no Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryNote may exceed an aggregate principal amount of $500,000,000 at any time. Members of, or participants in, the Depository DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository DTC, or by the Trustee as the custodian of the Depository its custodian, or under such Global Note, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders of such class of Global Notes to DTC, and shall make available additional copies as requested by such Agent Members, in each case to the extent that the Trustee shall have been provided with a copy of a Confidentiality Agreement executed and delivered to the Registrar by such Noteholders or Agent Members. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in Noteholder under any Global Note. Until Neither the 40th day after Issuer nor the later Trustee shall be liable for any delay by DTC in identifying the Agent Members in respect of the commencement of Global Notes, and the offering Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Initial Global Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may to be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availableissued).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date closing of such Initial Notes offering (such period, the “Distribution Compliance Restricted Period”), a beneficial interest interests in a the Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery exchanged for beneficial interests in the form of an interest in a Rule 144A Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is the Notes are being made transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a the Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) Global Notes shall (i) be registered in the name of the Depository DTC for such Global Note or Global Notes or in the name of the nominee of such Depository and DTC, (bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (iii) bear the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long Private Placement Legend as required by law or the Depositoryset forth in Section 2.02 hereof. Members of, or participants in, the Depository DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository DTC, or by the Trustee as the custodian of the Depository its custodian, or under such Global Note, and DTC may be treated by the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b) below, the Trustee shall give all such notices and communications specified herein to be given to Noteholders of such class of Global Notes to DTC and/or the Agent Members, and shall make available additional copies as requested by such Agent Members, subject to the limitations on distribution contained in Section 2.11. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder Holder of a beneficial interest in any Global Note. Until Neither the 40th day after Issuer nor the later Trustee shall be liable for any delay by DTC in identifying the Agent Members in respect of the commencement of Global Notes, and the offering Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Initial Global Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may to be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if availableissued).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Guarantors, the Trustee and any agent of the Issuers Issuers, the Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Guarantors, the Trustee or any agent of the Issuers Issuers, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.2(d) shall apply only to a Global Note Notes deposited with or on behalf of the DepositoryDepositary. On or prior to the Closing Date, the Issuer shall provide (i) to the Trustee or Authenticating Agent (as applicable) an Issuer Order setting forth the amount of Notes (if any) to be issued on the Closing Date in the form of Regulation S Global Notes and Rule 144A Global Notes for each Class and (ii) to the Depositary written instructions listing the names and addresses of the initial beneficial owners of the Regulation S Global Notes and the Rule 144A Global Notes of each Class (if any) and the amounts of their respective ownership interests (together with payment instructions, taxpayer information and such other information as DTC reasonably may require). A Regulation S Global Note may be initially issued for each Class with an outstanding principal balance of zero (and the same may be reduced to zero at any time during the Distribution Compliance Period without cancellation). If at any time (i) the Notes or any of them become immediately due and payable following an Event of Default hereunder or (ii) DTC notifies the Issuer or the Trustee in writing that it is unwilling or unable to discharge properly its responsibilities as a depository with respect to the Rule 144A Global Notes or it ceases to be a “clearing agency” registered under the Exchange Act, and the Issuer is unable to locate a qualified successor within 90 days after such notice, then the Issuer will issue Definitive Notes in exchange for and to the extent of such Rule 144A Global Notes within 30 days of the occurrence of the relevant event set forth in (i) or (ii) above. The Issuers Issuer shall notify the Trustee forthwith upon the occurrence of any of the events referred to in the preceding paragraph and the Issuer shall, unless the Trustee agrees otherwise, promptly give notice thereof and of its obligation to issue Definitive Notes to the Noteholders. Upon giving such notice, the Issuer promptly shall cause the Custodian to present forthwith for exchange and surrender such Global Note to the Trustee, for cancellation, together with appropriate exchange, registration, payment and delivery instructions (identifying according to its records the beneficial holders to whom, and in the amounts, the Definitive Notes are to be registered and delivered), upon which the Trustee shall be entitled to rely conclusively. The Issuer shall prepare, execute and deliver to the Trustee at its specified office a sufficient number of duly executed Definitive Notes not later than the 20th day following the date of such notice, and the Trustee shall, shall then promptly authenticate and deliver the appropriate number and amount of such Definitive Notes in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of instructions received from the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the DepositoryCustodian. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Agent Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee Trustee, as the custodian of the Depository for DTC or under such the Global Note, and DTC may be treated by the Co-Issuers, the Trustee Trustee, and any agent of the Co-Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Co-Issuers, the Trustee Trustee, or any agent of the Co-Issuers or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder Holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) 1.02 shall apply only to a Global Note Securities deposited with or on behalf of the DepositoryTrustee, as custodian for DTC. The Issuers Each Global Security initially shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (ax) shall be registered in the name of the Depository DTC for such Global Note or Global Notes Security or the nominee of such Depository and DTC, (by) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (z) bear legends as set forth in Section 202 of the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryOriginal Indenture. Members of, or participants in, the Depository DTC (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note Security held on their behalf by the Depository DTC or by the Trustee as the custodian of the Depository DTC or under such Global NoteSecurity, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository DTC governing the exercise of the rights of a holder Holder of a beneficial interest in any Global NoteSecurity. Until the 40th day after the later In connection with any transfer of a portion of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred Security pursuant to Section 1.03 of this First Supplemental Indenture to beneficial owners who are required to hold Definitive Securities, the Securities Custodian shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Securities of like tenor and amount. In connection with the transfer of an interest in a Restricted entire Global Note representing Rule 144A Notes only if the transferor first delivers Security to beneficial owners pursuant to Section 1.03 of this First Supplemental Indenture, such Global Security shall be deemed to be surrendered to the Trustee a written certificate (for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing exchange for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. The registered Holder of a Restricted Global Note representing Regulation S Security 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 Indenture or the Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date closing of such Initial Notes offering (such period, the “Distribution Compliance Restricted Period”), a beneficial interest interests in a the Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery exchanged for beneficial interests in the form of an interest in a Rule 144A Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is the notes are being made transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the App. - 3 expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a the Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available)) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date closing of such Initial Notes offering (such period, the “Distribution Compliance Restricted Period”), a beneficial interest interests in a the Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery exchanged for beneficial interests in the form of an interest in a Rule 144A Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is the Notes are being made transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a the Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Additional Notes and the original issue date of such Initial Additional Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee Registrar a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.1(c) shall apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.1(c) and Section 2.2 of the Indenture and pursuant to an order of the Issuers signed by one Officer of the Issuers, authenticate and deliver initially one or more Global Notes that (ai) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (bii) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryCustodian. Members of, or participants and current holders in, the Depository Depositary, Euroclear and Clearstream (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the Custodian or any other custodian of the Depository Depositary or under such Global Note, and the Depositary or its nominee may be treated by the Issuers, the Trustee and any agent of the Issuers Issuers, the Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Subject to any provisions contained in the Indenture, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members, to take any action that a Holder is entitled to take under the Indenture or the Notes. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Guarantors, the Trustee or any agent of the Issuers Issuers, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(d) shall apply only to a the Restricted Global Note, Temporary Regulation S Global Note, the Regulation S Global Note, and, if and when issued, the Exchange Global Note (collectively, the “Global Notes”) deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryDepositary. Members of, or participants and account holders in, the Depository DTC (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary, or by the Trustee as the or any custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary or its nominee may be treated by the Company, the Co-Issuer, a Guarantor, the Trustee and any agent of the Issuers Company, the Co-Issuer, a Guarantor or the Trustee shall be entitled to treat the Depository as the absolute sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Co-Issuer, a Guarantor, the Trustee or any agent of the Issuers Company, the Co-Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Memberstheir Participants, the operation of customary practices of such Depository persons governing the exercise of the rights of a holder Holder of a beneficial interest in any Global Note. Until Subject to the 40th day after the later provisions of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such periodSection 2.10(b), the “Distribution Compliance Period”)registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. Notwithstanding anything to the contrary in this Indenture, in no event shall a Permanent Regulation S Global Note be delivered upon exchange or transfer of a beneficial interest in a Restricted the Temporary Regulation S Global Note representing Regulation S Notes may be transferred prior to the end of the Restricted Period. Except as provided in Section 2.10, owners of a Person who takes delivery in the form of an beneficial interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers will not be entitled to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements receive physical delivery of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S certificated Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersIssuer, the Trustee and any agent of the Issuers Issuer or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Trustee or any agent of the Issuers Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date closing of such Initial Notes offering (such period, the “Distribution Compliance Restricted Period”), a beneficial interest interests in a the Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery exchanged for beneficial interests in the form of an interest in a Rule 144A Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is the Notes are being made transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a the Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(b) shall apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01(b) and the Indenture, authenticate and deliver initially one or more Global Notes that (ai) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (bii) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryDepositary. Members of, or participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository Depositary as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in the form of Note in Exhibit 1 heretoA or Exhibit B, as applicable) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and believes that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and (iii) the transfer is in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the form of Note in Exhibit 1 heretoA or Exhibit B, as applicable) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available)) and that, if such transfer occurs prior to the expiration of the Distribution Compliance Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.

Book-Entry Provisions. This Section 2.1(b) 1.02 shall apply only to a Global Note Securities deposited with or on behalf of the DepositoryTrustee, as custodian for DTC. The Issuers Each Global Security initially shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (ax) shall be registered in the name of the Depository DTC for such Global Note or Global Notes Security or the nominee of such Depository and DTC, (by) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (z) bear legends as set forth in Section 202 of the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryOriginal Indenture. Members of, or participants in, the Depository DTC (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note Security held on their behalf by the Depository DTC or by the Trustee as the custodian of the Depository DTC or under such Global NoteSecurity, and DTC may be treated by the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository DTC governing the exercise of the rights of a holder Holder of a beneficial interest in any Global NoteSecurity. Until the 40th day after the later In connection with any transfer of a portion of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred Security pursuant to Section 1.03 of this First Supplemental Indenture to beneficial owners who are required to hold Definitive Securities, the Securities Custodian shall reflect on its books and records the date and a Person who takes delivery decrease in the form principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Securities of like tenor and amount. In connection with the transfer of an interest in a Restricted entire Global Note representing Rule 144A Notes only if the transferor first delivers Security to beneficial owners pursuant to Section 1.03 of this First Supplemental Indenture, such Global Security shall be deemed to be surrendered to the Trustee a written certificate (for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing exchange for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. The registered Holder of a Restricted Global Note representing Regulation S Security 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 Indenture or the Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.2(b) shall apply only to a Global Note global Notes deposited with DTC or on behalf of the Depositoryits custodian. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b2.2(b), authenticate and deliver initially one or more Global global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes DTC or the nominee of such Depository and DTC, (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC or pursuant to DTC’s instructions and (c) shall bear legends substantially to the Depository. If following effect: “Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such Global Notes are Restricted Global Notesother name as is requested by an authorized representative of The Depository Trust Company (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of The Depository Trust Company), then separate Global Notes any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein.” “Transfers of this global Note shall be issued limited to represent Rule 144A Notes transfers in whole, but not in part, to nominees of The Depository Trust Company or to a successor thereof or such successor’s nominee, and Regulation S Notes so long as required by law or transfers of portions of this global Note shall be limited to transfers made in accordance with Section 3.7 of the Depository. Indenture referred to herein.” Members of, or participants in, the Depository (“Agent Members”) DTC shall have no rights under this Indenture with respect to any Global global Note held on their behalf by the Depository or DTC, and DTC may be treated by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee Trustee, and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner and Holder of such Global global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository DTC and its Agent Membersagent members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(d) shall apply only to a the Regulation S Global Note Notes, the Rule 144A Global Notes and the Exchange Notes issued in the form of one or more permanent Global Notes (collectively, the "GLOBAL NOTES") deposited with or the Common Depositary, on behalf of the DepositoryDepositary or the Trustee, as custodian for the Depositary, as applicable. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b2.01(d), authenticate and deliver initially one or more Global Notes that (ai) in the case of Euroclear Rule 144A Global Notes and Regulation S Global Notes to be held on behalf of Euroclear and Cedel, (A) shall be registered in the name of the Depository Common Depositary for such Global Note or the nominee of the Common Depositary and (B) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions to the Common Depositary as custodian for the Depositary and (ii) in the case of DTC Rule 144A Global Notes (A) shall be registered in the name of the Depositary or the nominee of such Depository the Depositary and (bB) shall be delivered by the Trustee to such Depository Depositary or pursuant to such Depository’s Depositary's instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryDepositary. Members of, or participants in, the Depository Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee Common Depositary or the Trustee, as the custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary may be treated by the Company, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder an owner of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(c) shall will apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers shall Company will execute and the Trustee shallwill, in accordance with this Section 2.1(b2.01(c), authenticate and deliver initially one or more Global Notes that (a) shall will be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (b) shall will be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or Participants in the Depository. Members of, or participants in, the Depository (“Agent Members”) shall Depositary will have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall will be entitled to treat the Depository Depositary as the absolute owner of such Global Note for all purposes whatsoever. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any of its Participants or between or among the Depositary, any such Participant and/or any Holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, nothing herein shall will prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent MembersParticipants, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder Holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)) and Section 2.02 of the Indenture, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian Notes Custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date closing of such Initial Notes offering (such period, the “Distribution Compliance Restricted Period”), a beneficial interest interests in a the Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery or exchanged for beneficial interests in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A under the U.S. Securities Act (“Rule 144A”), (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is the Notes are being made transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a the Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee Registrar a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) 2.01 shall apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01 and Section 2.02 of the Indenture and pursuant to an order of the Issuer signed by one Officer of the Issuer, authenticate and deliver initially one or more Global Notes that (ai) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (bii) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryCustodian. Members of, or participants and current holders in, the Depository Depositary, Euroclear and Clearstream (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the Custodian or any other custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary or its nominee may be treated by the Issuer, the Trustee and any agent of the Issuers Issuer, the Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Subject to any provisions contained in the Indenture, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members, to take any action that a Holder is entitled to take under the Indenture or the Notes. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Guarantors, the Trustee or any agent of the Issuers Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.2(c) shall apply only to a Global Note Notes deposited with or on behalf of the DepositoryDTC. The Issuers shall execute provisions of the "Operating Procedures of the Euroclear System" of Euroclear and the Trustee shall"Terms and Conditions Governing Use of Participants" of Clearstream, in accordance with this Section 2.1(b)respectively, authenticate and deliver initially one or more will be applicable to the Global Notes that (a) shall be registered insofar as interests in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notesheld by the Agent Members of Euroclear or Clearstream, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depositorycase may be. Agent Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Notes held on their behalf by the Depository or Trustee as custodian for DTC, and DTC may be treated by the Trustee as the custodian of the Depository or under such Global Note, and the Co-Issuers, the Trustee Trustee, and any agent of the Co-Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Co-Issuers, the Trustee Trustee, or any agent of the Co-Issuers or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder Holder of a beneficial interest in any Global Note. Until the 40th day after the later Requests or directions from, or votes of, DTC, Clearstream or Euroclear with respect to any matter shall not be deemed inconsistent if made with respect to (or in separate proportions corresponding to) different beneficial owners. None of the commencement Trustee, the Transfer Agent, the Registrar, the Authenticating Agent, nor the Paying Agent shall have any duty to monitor, maintain records concerning (or determine compliance with any of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 heretorestrictions on transfer set forth herein with respect to) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers owners of beneficial interests in a Restricted the Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration None of the Distribution Compliance PeriodTrustee, only if the transferor first delivers to Transfer Agent, the Trustee a written certificate Registrar, the Authenticating Agent, nor the Paying Agent shall have any liability for the accuracy of the records of DTC, Clearstream or Euroclear or any actions or omissions of DTC, Clearstream or Euroclear (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 or of Regulation S their respective Agent Members or Rule 144 (if availableparticipants).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b2.01(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01(b) and the Indenture, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes, Regulation S Notes and Regulation S IAI Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in the form of Note in Exhibit 1 heretoA) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the form of Note in Exhibit 1 heretoA) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b)SECTION 2.2, authenticate and deliver initially one or more each Global Notes Note that (a) shall be (i) registered in the name of the Depository for such Global Note or Global Notes or the its nominee of such Depository and (bii) shall be delivered by the Trustee to such the Depository or pursuant to such the Depository’s 's instructions or held by the Trustee as custodian Note Custodian for the Depository. If With respect to the Notes that are represented by a Global Note, the Company authorizes the execution and delivery by the Trustee of a letter of representation or other similar agreement or instrument in the form customarily provided by the Depository appointed with respect to such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryNote. Members of, or participants in, the Depository (“Agent Members”"AGENT MEMBERS") shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depository (or by its nominee), or the Trustee Note Custodian as the custodian of the Depository its custodian, or under such Global Note, and the IssuersDepository may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Issuers Company, the Subsidiary Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner and Holder of such Global Note for all purposes whatsoever, including the Person (i) through whom all rights of ownership may be exercised, (ii) to whom all notices are required to be made, and (iii) entitled to receive payments from or at the direction of the Company with respect to the Notes. Notwithstanding the foregoing, (y) the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take action that a Holder is entitled to take under this Indenture or the Notes and (z) nothing herein shall prevent the IssuersCompany, the Subsidiary Guarantors, the Trustee or any agent of the Issuers Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or shall impair, as between the Depository and its Agent Members, the operation of customary practices and procedures of such Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available)Note.

Book-Entry Provisions. This Section 2.1(b) 2.01 shall apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. [[DMS:6148180v7:08/15/2023--05:19 PM]] The Issuers Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b)2.01 and Section 2.02 of the Indenture and pursuant to an order of the Issuer signed by one Officer of the Issuer, authenticate and deliver initially one or more Global Notes that (ai) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (bii) shall be delivered by the Trustee to such Depository Depositary or pursuant to such DepositoryDepositary’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryCustodian. Members of, or participants and current holders in, the Depository Depositary, Euroclear and Clearstream (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the Custodian or any other custodian of the Depository Depositary or under such Global Note, and the IssuersDepositary or its nominee may be treated by the Issuer, the Trustee and any agent of the Issuers Issuer, the Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Subject to any provisions contained in the Indenture, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members, to take any action that a Holder is entitled to take under the Indenture or the Notes. Notwithstanding the foregoing, nothing herein shall prevent the IssuersIssuer, the Guarantors, the Trustee or any agent of the Issuers Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the DepositoryDepositary. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository Depositary for such Global Note or Global Notes or the nominee of such Depository Depositary and (b) shall be delivered by the Trustee to such Depository Depositary or pursuant to such Depository’s Depositary's instructions or held by the Trustee as custodian for the DepositoryDepositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the DepositoryDepositary. Members of, or participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository Depositary or by the Trustee as the custodian of the Depository Depositary or under such Global Note, and the Issuers, the Trustee and any agent of the Issuers or the Trustee shall be entitled to treat the Depository Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices of such Depository Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee or its Authenticating Agent, as applicable, shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee Registrar to such Depository or pursuant to such Depository’s instructions or held by the Trustee Registrar as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee Registrar as the custodian of the Depository or under such Global Note, and the Issuers, the Trustee Trustee, the Collateral Agent, the Paying Agent, the Registrar and any agent of the Issuers Company, the Collateral Agent, the Paying Agent, the Registrar or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee Trustee, the Collateral Agent, the Paying Agent, the Registrar or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available).

Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the Depository. Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the IssuersCompany, the Trustee and any agent of the Issuers Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuersCompany, the Trustee or any agent of the Issuers Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or App.-4 impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. Until Prior to the 40th day after the later expiration of the commencement of Restricted Period, beneficial interests in the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery exchanged for beneficial interests in the form of an interest in a Restricted Global Note representing Rule 144A Notes only if (i) such exchange occurs in connection with a transfer of the notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is the notes are being made transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A 144A, and (iii) the transfer is in accordance with any all applicable securities laws of any state the states of the United States or any and other jurisdictionjurisdictions. After the expiration of the Distribution Compliance Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a the Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Restricted Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available)) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.