Common use of Book-Entry Provisions Clause in Contracts

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Note deposited with or on behalf of the Depositary. (i) Depository. The Company Issuers shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (Aa) shall be registered in the name of the Depositary Depository for such Global Note or Global Notes or the nominee of the Depositary such Depository and (Bb) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositarysuch Depository’s instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each If such Global Warrant Notes are Restricted Global Notes, then separate Global Notes shall be dated issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the date of its countersignature by Depository. Members of, or participants in, the Warrant Agent. Depository (ii“Agent Members”) Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Depository or by the Warrant Agent Trustee as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the CompanyIssuers, the Warrant Agent Trustee and any agent of the Company Issuers or the Warrant Agent Trustee shall be entitled to treat the Depository as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuers, the Warrant Agent Trustee or any agent of the Company Issuers or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Note. The rights 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 owners interests in a Restricted Global Warrant shall Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be exercised through transferred to a Person who takes delivery in the Depositary subject 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 applicable procedures of Trustee a written certificate (in the Depositary except form provided in Exhibit 1 hereto) to the extent set forth herein effect that such transfer is being made in accordance with Rule 904 of Regulation S or in a Warrant CertificateRule 144 (if available).

Book-Entry Provisions. This Section 2.01(b2.4(b) shall apply only to a Global Warrant deposited with with, at the direction of or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.022.3, countersign, either by either manual or facsimile or other electronically transmitted signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the DepositaryCustodian. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant Warrant, except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary applicable practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary Depositary, except to the extent set forth herein or in a the applicable Warrant Certificate. (iii) At such time as all beneficial interests in a Global Warrant have been exchanged for Definitive Warrants, repurchased, exercised or canceled, such Global Warrant shall be returned by the Depositary for cancellation or retained and canceled by the Warrant Agent. At any time prior to such cancellation, if any beneficial interest in a Global Warrant is exchanged (including for Definitive Warrants), repurchased, exercised or canceled, the number of Warrants represented by such Global Warrant shall be reduced and the Warrant Agent shall make an adjustment on its books and records to reflect such reduction; provided that, in the case of an adjustment on account of an exercise of Warrants, the Warrant Agent shall have no duty or obligation to make such adjustment until it has received written notice from the Warrantholder of the amount thereof.

Book-Entry Provisions. This The following provisions of this Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary.: (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Depositary. The Warrant Agent shall deliver the Global Warrants to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii“Agent Members”) Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations and Instructions to Participants” of Clearstream shall be exercised applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) Depository. The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.06(b)(ii), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Aa) shall be registered in the name of the Depositary Depository for such Global Security or Global Securities or the nominee of the Depositary such Depository and (Bb) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositary’s such Depository's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depository (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary Depository or by the Warrant Agent Trustee as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee shall be entitled to treat the Depository as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights of To the extent a notice or other communication to the beneficial owners in a Global Warrant of the 2013 Notes is required under the Indenture, unless and until Certificated Securities shall have been issued to such owners, the Trustee shall give all such notices and communications specified herein to be exercised through the Depositary subject given to such owners to the applicable procedures of the Depositary except Depository, and shall have no obligations to the extent set forth herein or in a Warrant Certificatesuch Owners.

Book-Entry Provisions. This Section 2.01(b) If Jamaica shall apply only establish in the Authorization that the Debt Securities of a Series are to a Global Warrant 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 United States (a “Depositary. (i) The Company ”), then Jamaica shall execute and the Warrant Fiscal Agent shall, in accordance with this Section 2.021.5 and the Authorization with respect to such Series, countersign, by either manual or facsimile signature, authenticate and deliver one or more Global Warrants definitive book-entry Debt Securities that (Ai) shall be registered in the name of the Depositary for such book-entry Debt Securities or the nominee of the Depositary and such Depositary, (Bii) shall be delivered by the Warrant Fiscal Agent to the such Depositary or pursuant to the such Depositary’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 Warrant registered owner hereof, [Nominee of Depositary], has an interest herein”. Members of, or participants in, a Depositary (“Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (iiMembers”) Agent Members shall have no rights under this Agreement with respect to any Global Warrant definitive book-entry Debt Security held on their behalf by the Depositary or by the Warrant Agent as the custodian of the a Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificatebook-entry Debt Security, and the such Depositary may be treated by the CompanyJamaica, the Warrant Fiscal Agent and any agent of the Company Jamaica or the Warrant Fiscal Agent as the absolute owner of such Global Warrant definitive registered book-entry Debt Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyJamaica, the Warrant Agent Fiscal Agent, or any agent of the Company Jamaica or the Warrant Agent Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by the a Depositary or (B) impair, as between the a Depositary and the its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateDebt Security.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the DepositaryDepository. (i1) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, either by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary Depository or the nominee of the Depositary Depository and (B) shall be delivered by the Warrant Agent to the Depositary Depository or pursuant to the DepositaryDepository’s instructions or held by the Warrant Agent as custodian for the DepositaryDepository. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii2) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary Depository or by the Warrant Agent as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein in this Agreement or in a Warrant Certificate, and the Depositary Depository may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein in this Agreement shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the Agent Members, the operation of customary practices of the Depositary Depository governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary Depository subject to the applicable procedures of the Depositary Depository except to the extent set forth herein in this Agreement or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Note deposited with or on behalf of the Depositary. (i) Depository. The Company Issuers shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (Aa) shall be registered in the name of the Depositary Depository for such Global Note or Global Notes or the nominee of the Depositary such Depository and (Bb) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositarysuch Depository’s instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each If such Global Warrant Notes are Restricted Global Notes, then separate Global Notes shall be dated issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the date of its countersignature by Depository. Members of, or participants in, the Warrant Agent. Depository (ii“Agent Members”) Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Depository or by the Warrant Agent Trustee as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the CompanyIssuers, the Warrant Agent Trustee and any agent of the Company Issuers or the Warrant Agent Trustee shall be entitled to treat the Holder as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuers, the Warrant Agent Trustee or any agent of the Company Issuers or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Note. The rights 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 owners interests in a Restricted Global Warrant shall Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be exercised through transferred to a Person who takes delivery in the Depositary subject 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 applicable procedures of Trustee a written certificate (in the Depositary except form provided in Exhibit 1 hereto) to the extent set forth herein effect that such transfer is being made in accordance with Rule 904 of Regulation S or in a Warrant CertificateRule 144 (if available).

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) Depository. The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.06(b)(ii), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Aa) shall be registered in the name of the Depositary Depository for such Global Security or Global Securities or the nominee of the Depositary such Depository and (Bb) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositary’s such Depository's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depository (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary Depository or by the Warrant Agent Trustee as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee shall be entitled to treat the Depository as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights of To the extent a notice or other communication to the beneficial owners in a Global Warrant of the 2033 Notes is required under the Indenture, unless and until Certificated Securities shall have been issued to such owners, the Trustee shall give all such notices and communications specified herein to be exercised through the Depositary subject given to such owners to the applicable procedures of the Depositary except Depository, and shall have no obligations to the extent set forth herein or in a Warrant Certificatesuch Owners.

Book-Entry Provisions. This Section 2.01(b2.02(b) shall apply only to a the Rule 144A Global Warrant Notes deposited with or on behalf of the Depositary. (i) Security Depository. The Company Issuer shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.02(b), countersign, by either manual or facsimile signature, authenticate and deliver one or more Global Warrants that (A) Note for each Class of Notes which shall be (i) registered in the name of the Depositary Security Depository or the nominee of the Depositary Security Depository and (Bii) shall be delivered by the Warrant Agent Trustee to the Depositary Security Depository or pursuant to the DepositarySecurity Depository’s instructions instructions. Members of, or held by participants in, the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members Security Depository shall have no rights either under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Security Depository or by the Warrant Agent Trustee as custodian for the custodian of the Depositary Security Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNotes, and the Depositary Security Depository may be treated by the CompanyIssuer, the Warrant Agent Trustee and any agent of the Company Issuer or the Warrant Agent Trustee as the absolute owner of such Global Warrant Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuer, the Warrant Agent Trustee or any agent of the Company Issuer or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Security Depository or (B) impair, as between the Depositary Security Depository and the its Agent Members, the operation of customary practices of the Depositary such Security Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any WarrantGlobal Notes. So long as there are no Definitive Notes Outstanding, the Note Registrar and the Trustee shall treat the Security Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the 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 beneficial owners in a Global Warrant Note Owners shall be exercised only through the Depositary subject Security Depository and shall be limited to those established by law and agreements between such Note Owners and the applicable procedures 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 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 Notes evidencing a specified percentage of the Depositary except Outstanding amount of the Notes, the Security Depository shall be deemed to represent such percentage only to the extent set forth herein that it (i) has received instructions to such effect from Note Owners and/or Agent Members owning or representing, respectively, such required percentage of the beneficial interest in a Warrant Certificatethe Notes and (ii) has delivered such instructions to the Trustee.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be exercised applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b) and the Company Order, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be exercised applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Cedel shall be exercised 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 such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b2.4(b) shall apply only to a Global Warrant deposited with with, at the direction of or on behalf of the Depositary.Depositary.‌ (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.022.3, countersign, either by either manual or facsimile or other electronically transmitted signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the DepositaryCustodian. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant Warrant, except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary applicable practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary Depositary, except to the extent set forth herein or in a the applicable Warrant Certificate. (iii) At such time as all beneficial interests in a Global Warrant have been exchanged for Definitive Warrants, repurchased, exercised or canceled, such Global‌ Warrant shall be returned by the Depositary for cancellation or retained and canceled by the Warrant Agent. At any time prior to such cancellation, if any beneficial interest in a Global Warrant is exchanged (including for Definitive Warrants), repurchased, exercised or canceled, the number of Warrants represented by such Global Warrant shall be reduced and the Warrant Agent shall make an adjustment on its books and records to reflect such reduction; provided that, in the case of an adjustment on account of an exercise of Warrants, the Warrant Agent shall have no duty or obligation to make such adjustment until it has received written notice from the Warrantholder of the amount thereof.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agentcountersignature. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Note deposited with or on behalf of the Depositary. (i) . The Company Issuers shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b), countersign, by either manual or facsimile signature, authenticate and deliver one or more Global Warrants Notes that (Aa) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of the such Depositary and (Bb) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each If such Global Warrant Notes are Restricted Global Notes, then separate Global Notes shall be dated issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the date of its countersignature by Depositary. Members of, or participants in, the Warrant Agent. Depositary (ii“Agent Members”) Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the CompanyIssuers, the Warrant Agent Trustee and any agent of the Company Issuers or the Warrant Agent Trustee shall be entitled to treat the Holder as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuers, the Warrant Agent Trustee or any agent of the Company Issuers or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Note. The rights Until the 40th day after the later of the commencement of the offering of any Notes and the original issue date of such 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 owners interests in a Restricted Global Warrant shall Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be exercised through transferred to a Person who takes delivery in the Depositary subject 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 applicable procedures of Trustee a written certificate (in the Depositary except form provided in Exhibit 1 hereto) to the extent set forth herein effect that such transfer is being made in accordance with Rule 904 of Regulation S or in a Warrant CertificateRule 144 (if available).

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) Depository. The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.06(b)(ii), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Aa) shall be registered in the name of the Depositary Depository for such Global Security or Global Securities or the nominee of the Depositary such Depository and (Bb) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositary’s such Depository's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depository (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary Depository or by the Warrant Agent Trustee as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee shall be entitled to treat the Depository as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights of To the extent a notice or other communication to the beneficial owners in a Global Warrant of the 2005 Notes is required under the Indenture, unless and until Certificated Securities shall have been issued to such owners, the Trustee shall give all such notices and communications specified herein to be exercised through the Depositary subject given to such owners to the applicable procedures of the Depositary except Depository, and shall have no obligations to the extent set forth herein or in a Warrant Certificatesuch Owners.

Book-Entry Provisions. This The following provisions of this Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary.: (i) The Company shall prepare and execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Depositary. The Warrant Agent shall deliver the Global Warrants to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent Computershare as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent Computershare as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be exercised applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, either by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the DepositaryCustodian. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agentcountersignature. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b2.02(b) shall apply only to a the Rule 144A Global Warrant Notes deposited with or on behalf of the Depositary. (i) Security Depository. The Company Issuer shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.02(b), countersign, by either manual or facsimile signature, authenticate and deliver one or more Global Warrants that (A) Note for each Class of Notes which shall be (i) registered in the name of the Depositary Security Depository or the nominee of the Depositary Security Depository and (Bii) shall be delivered by the Warrant Agent Trustee to the Depositary Security Depository or pursuant to the DepositarySecurity Depository’s instructions instructions. Members of, or held by participants in, the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members Security Depository shall have no rights either under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Security Depository or by the Warrant Agent Trustee as custodian for the custodian of the Depositary Security Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNotes, and the Depositary Security Depository may be treated by the CompanyIssuer, the Warrant Agent Trustee and any agent of the Company Issuer or the Warrant Agent Trustee as the absolute owner of such Global Warrant Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuer, the Warrant Agent Trustee or any agent of the Company Issuer or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Security Depository or (B) impair, as between the Depositary Security Depository and the Agent Membersits agent members, the operation of customary practices of the Depositary such Security Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any WarrantGlobal Notes. The Note Registrar and the Trustee shall treat the Security Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the 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 beneficial owners in a Global Warrant Note Owners shall be exercised only through the Depositary subject Security Depository and shall be limited to those established by law and agreements between such Note Owners and the applicable procedures 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 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 Notes evidencing a specified percentage of the Depositary except Outstanding amount of the Notes, the Security Depository shall be deemed to represent such percentage only to the extent set forth herein that it (i) has received instructions to such effect from Note Owners and/or agent members owning or representing, respectively, such required percentage of the beneficial interest in a Warrant Certificatethe Notes and (ii) has delivered such instructions to the Trustee.

Book-Entry Provisions. This The following provisions of this Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary.: (i) The Company shall prepare and execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Depositary. The Warrant Agent shall deliver the Global Warrants to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Transfer Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent [•] as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Cedel Bank shall be exercised applicable to interests in any Global Securities that are held by participants through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.Euroclear or

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i1) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, either by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii2) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein in this Agreement or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein in this Agreement shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein in this Agreement or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b2.01(c) shall apply only to a the Regulation S Global Warrant 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 Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(c), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (Aa) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of the such Depositary and (Bb) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder an owner of a beneficial interest in any WarrantGlobal Note. The rights Without limitation of beneficial owners the preceding paragraph, all payments to Agent Members in a respect of any Global Warrant shall be exercised through Note held by the Depositary subject to (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 Depositary except Depositary, be made in U.S. Dollars in accordance with applicable procedures of the Depositary, if and to the extent set forth herein 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 currency conversion fee assessed by the Paying Agent or such other party at the expense of such 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 are denominated, or the right of a Holder of a beneficial interest in a Warrant CertificateGlobal Note to receive a Note in certificated form as contemplated by Section 2.01(d).

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations and Instructions to Participants” of Clearstream shall be exercised applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Note deposited with or on behalf of the Depositary. (i) Depository. The Company Issuer shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (Aa) shall be registered in the name of the Depositary Depository for such Global Notes or Global Notes or the nominee of the Depositary such Depository and (Bb) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositarysuch Depository’s instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depository (ii“Agent Members”) Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Depository or by the Warrant Agent Trustee as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the CompanyIssuer, the Warrant Agent Trustee and any agent of the Company Issuer or the Warrant Agent Trustee shall be entitled to treat the Depository as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuer, the Warrant Agent Trustee or any agent of the Company Issuer or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Notes. The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a 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 a any Global Warrant Note shall be exercised only through the Depositary DTC subject to the applicable rules and procedures of the Depositary except DTC. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by DTC with respect to the extent set forth herein or in a Warrant Certificateits members, participants and any beneficial owners.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with with, at the direction of or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, either by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the DepositaryCustodian. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a ---------------------- Global Warrant Security deposited with or on behalf of the Depositary. (i) Depository. The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b) and pursuant to an order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Depository for such Global Security or Global Securities or the nominee of the Depositary such Depository and (Bii) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositary’s such Depository's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each Global Warrant Members of, or participants in, the Depository ("Agent Members") shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall ------------- have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary Depository, or by the Warrant Agent Trustee as the custodian of the Depositary Depository, or under such any Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) shall impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights Ownership of beneficial owners interests in a any Global Warrant shall Security will be exercised through shown on, and transfers thereof will be effected only through, records maintained by the Depositary subject Depository or its nominee (with respect to interests of Agent Members) and the applicable procedures records of the Depositary except Agent Members (with respect to the extent set forth herein or in a Warrant Certificateinterests of Persons other than Agent Members).

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i) The Company shall prepare and execute and the Warrant Agent shall, in accordance with Section 2.02, if requested, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent Mellon Investor Services LLC as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent Mellon Investor Services LLC as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a --------------------- Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Aa) shall be registered in the name of the Depositary for such Global Security or Global Securities or the nominee of the such Depositary and (Bb) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each Global Warrant Members of, or participants in, the Depositary ("Agent Members") shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall ------------- have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Subsidiary Guarantors, the Trustee and any agent of the Company Company, the Subsidiary Guarantors or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Subsidiary Guarantors, the Trustee or any agent of the Company Company, the Subsidiary Guarantors or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateSecurity.

Book-Entry Provisions. This Section 2.01(b2.01(d) shall apply only to a the Regulation S Global Warrant 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 Depositary or the Trustee, as custodian for the Depositary. (i) , as applicable. The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(d), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (i) 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 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 the Depositary and (B) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"AGENT MEMBERS") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent Common Depositary or the Trustee, as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder an owner of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateNote.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Trustee as Note Custodian pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Except as provided in Section 2.10, members of, or participants in, the Depositary ("Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (iiMembers") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian Note Custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, the registered holder of a Global 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 that a Holder is entitled to take under this Indenture or the Convertible Subordinated Notes, and nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be exercised applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b2.01(c) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(c) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"AGENT MEMBERS") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be exercised applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Except as provided in Section 2.10, members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian Note Custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, the registered holder of a Global 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 that a Holder is entitled to take under this Indenture or the Convertible subordinated Notes, and nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be exercised applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, either by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agentcountersignature. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b2.02(b) shall apply only to a the Global Warrant Notes deposited with or on behalf of the Depositary. (i) Security Depository. The Company Issuer shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.02(b), countersign, by either manual or facsimile signature, authenticate and deliver one or more Global Warrants that (A) Note for each Class of Notes which shall be (i) registered in the name of the Depositary Security Depository or the nominee of the Depositary Security Depository and (Bii) shall be delivered by the Warrant Agent Trustee to the Depositary Security Depository or pursuant to the DepositarySecurity Depository’s instructions instructions. Members of, or held by participants in, the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members Security Depository shall have no rights either under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Security Depository or by the Warrant Agent Trustee as custodian for the custodian of the Depositary Security Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNotes, and the Depositary Security Depository may be treated by the CompanyIssuer, the Warrant Agent Trustee and any agent of the Company Issuer or the Warrant Agent Trustee as the absolute owner of such Global Warrant Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuer, the Warrant Agent Trustee or any agent of the Company Issuer or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Security Depository or (B) impair, as between the Depositary Security Depository and the its Agent Members, the operation of customary practices of the Depositary such Security Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any WarrantGlobal Notes. So long as there are no Definitive Notes Outstanding, the Note Registrar and the Trustee shall treat the Security Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the 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 beneficial owners in a Global Warrant Note Owners shall be exercised only through the Depositary subject Security Depository and shall be limited to those established by law and agreements between such Note Owners and the applicable procedures 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 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 Notes evidencing a specified percentage of the Depositary except Outstanding amount of the Notes, the Security Depository shall be deemed to represent such percentage only to the extent set forth herein that it (i) has received instructions to such effect from Note Owners and/or Agent Members owning or representing, respectively, such required percentage of the beneficial interest in a Warrant Certificatethe Notes and (ii) has delivered such instructions to the Trustee.

Book-Entry Provisions. This Section 2.01(b2.02(b) shall apply only to a the Global Warrant Notes deposited with or on behalf of the Depositary. (i) Securities Depository. The Company Issuer shall execute and the Warrant Agent Indenture Trustee shall, in accordance with this Section 2.022.02(b), countersign, by either manual or facsimile signature, authenticate and deliver one or more Global Warrants that Note for each Class of Notes which (Ai) shall be registered in the name of the Depositary Securities Depository or the nominee of the Depositary Securities Depository and (Bii) shall be delivered by the Warrant Agent Indenture Trustee to the Depositary Securities Depository or pursuant to the Depositary’s Securities Depository's instructions or held by the Warrant Agent Indenture Trustee as custodian for the DepositarySecurities Depository. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights either under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Securities Depository or by the Warrant Agent Indenture Trustee as custodian for the custodian of the Depositary Securities Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary Securities Depository may be treated by the CompanyIssuer, the Warrant Agent Indenture Trustee and any agent of the Company Issuer or the Warrant Agent Indenture Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuer, the Warrant Agent Indenture Trustee or any agent of the Company Issuer or the Warrant Agent Indenture Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Securities Depository or (B) impair, as between the Depositary Securities Depository and the its Agent Members, the operation of customary practices of the Depositary such Securities Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any WarrantGlobal Note. The Note Registrar and the Indenture Trustee shall be entitled to treat the Securities Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the 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 beneficial owners in a Global Warrant Note Owners shall be exercised only through the Depositary subject Securities Depository and shall be limited to those established by law and agreements between such Note Owners and the Securities Depository and/or the Agent Members pursuant to the applicable procedures 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 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 Notes evidencing a specified percentage of the Depositary except Outstanding amount of the Notes, the Securities Depository shall be deemed to represent such percentage only to the extent set forth herein that it has received instructions to such effect from Note Owners and/or Agent Members owning or representing, respectively, such required percentage of the beneficial interest in a Warrant Certificatethe Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Notes deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b) and upon Company Order, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (Ai) shall be registered in the name of the Depositary or the a nominee of the Depositary and (Bwhich, in the case of DTC, shall initially be Cede & Co.), (ii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s instructions or held by the Warrant Agent Trustee as custodian for the Depositary, and (iii) shall bear appropriate legends as set forth herein. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Except as provided in Section 2.11(b)(iv), Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Note. The rights provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial owners interests in a the Regulation S Global Warrant shall be exercised Notes that are held by Participants through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein Euroclear or in a Warrant CertificateClearstream.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Note deposited with or on behalf of the Depositary. (i) Depository. The Company Issuers shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (Aa) shall be registered in the name of the Depositary Depository for such Global Note or Global Notes or the nominee of the Depositary such Depository and (Bb) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositarysuch Depository’s instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each If such Global Warrant Notes are Restricted Global Notes, then separate Global Notes shall be dated issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the date of its countersignature by Depository. Members of, or participants in, the Warrant Agent. Depository (ii“Agent Members”) Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Depository or by the Warrant Agent Trustee as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the CompanyIssuers, the Warrant Agent Trustee and any agent of the Company Issuers or the Warrant Agent Trustee shall be entitled to treat the Holder as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuers, the Warrant Agent Trustee or any agent of the Company Issuers or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Note. The rights Until the 40th day after the later of the commencement of the offering of any Additional Notes and the original issue date of such 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 owners interests in a Restricted Global Warrant shall Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be exercised through transferred to a Person who takes delivery in the Depositary subject 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 applicable procedures of Registrar a written certificate (in the Depositary except form provided in Exhibit 1 hereto) to the extent set forth herein effect that such transfer is being made in accordance with Rule 904 of Regulation S or in a Warrant CertificateRule 144 (if available).

Book-Entry Provisions. This Section 2.01(b) shall only apply only to a Global Warrant Notes deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian Custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members Participants and Indirect Participants shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent as the custodian of Custodian for the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may shall be treated by the Company, the Warrant Trustee, each Agent and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Trustee, any Agent or any other agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Participants or Indirect Participants, the Agent Members, Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Note. None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of an interest in a 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 owners, Participants and Indirect Participants in a any Global Warrant Note shall be exercised only through the Depositary subject to the applicable procedures of Applicable Procedures. The Trustee and each Agent may rely and shall be fully protected in relying upon information furnished by the Depositary except with respect to the extent set forth herein or in a Warrant Certificateits members, Participants, Indirect Participants and any beneficial owners.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth in this Agreement or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b2.01(d) shall apply only to a Global Warrant Unit deposited with with, at the direction of or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent Units Trustee shall, in accordance with Section 2.022.07, authenticate and countersign, either by either manual or facsimile or other electronically transmitted signature, and deliver one or more Global Warrants Units that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent Units Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the DepositaryUnits Trustee. Each Global Warrant Unit shall be dated the date of its countersignature by the Warrant AgentUnits Trustee. (ii) The securities brokers and dealers, banks and trust companies, clearing organizations and other similar organizations that are participants in the Depositary’s system (the “Agent Members Members”) shall have no rights under this Agreement with respect to any Global Warrant Unit held on their behalf by the Depositary or by the Warrant Agent Units Trustee as the custodian of the Depositary or under such Global Warrant Unit except to the extent set forth herein or in a Warrant Unit Certificate, and the Depositary may be treated by the Company, the Warrant Agent Units Trustee and any agent of the Company or the Warrant Agent Units Trustee as the absolute owner of such Global Warrant Unit for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Units Trustee or any agent of the Company or the Warrant Agent Units Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Unit. The rights of beneficial owners in a Global Warrant Unit shall be exercised through the Depositary subject to the applicable procedures of the Depositary Depositary, except to the extent set forth herein or in a Warrant Unit Certificate.

Book-Entry Provisions. This Section 2.01(b(a) Global Notes of each subclass initially shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary Depository for such Notes or in the name of the nominee of the Depositary and such Depository, (Bii) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository and (iii) if not registered under the Securities Act, bear the Private Placement Legend as set forth in Section 2.02 hereof. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depository (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Depository, or by the Warrant Agent Trustee as the custodian of the Depositary its custodian, or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary Depository may be treated by the CompanyIssuer, the Warrant Agent Trustee and any agent of the Company Issuer or the Warrant Agent Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders of any subclass of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.12(b) below, the Trustee shall give all such notices and communications specified herein to be given to Noteholders of such subclass of Global Notes to the Depository and/or the Agent Members, and shall make available additional copies as requested by such Agent Members. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuer, the Warrant Agent Trustee or any agent of the Company Issuer or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder Holder of any Global Note. Neither the Issuer nor the Trustee shall be liable for any delay by the Depository in identifying the beneficial owners of the Global Notes, and the Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from the Depository for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Global Notes to be issued). (b) Transfers of a beneficial interest Global Note shall be limited to transfers of such Global Note in any Warrantwhole, but not in part, to the Depository, its successors or their respective nominees. The rights Interests of beneficial owners in a Global Warrant shall Note may be exercised through transferred in accordance with the Depositary subject to the applicable rules and procedures of the Depositary except Depository and the provisions of Section 2.13 hereof. Definitive Notes shall be issued to the extent individual beneficial owners or their nominees in exchange for their beneficial interests in the Rule 144A Global Note or the Regulation S Global Note, respectively, only if (i) the Issuer advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as depositary with respect to the Notes and the Trustee or the Issuer is unable to appoint a qualified successor within 90 days of such notice, (ii) the Issuer, at its option, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default with respect to any class of Notes, Noteholders of a subclass within such class representing an aggregate of not less than 51% of the aggregate Outstanding Principal Balance of Notes of such subclass advise the Issuer, the Trustee and the Depository through the Agent Members in writing that the continuation of a book-entry system through the Depository (or a successor thereto) is no longer in the best interests of the Noteholders of such subclass. Upon the occurrence of any event described in the immediately preceding sentence, the Trustee shall notify all Noteholders of each affected subclass, through the Depository, of the occurrence of such event and of the availability of Definitive Notes of such subclass. Upon surrender to the Trustee of the Global Notes of such subclass held by the Depository, accompanied by registration instructions from the Depository for registration of Definitive Notes in the names of Noteholders of such subclass, the Issuer shall issue and the Trustee shall authenticate and deliver the Definitive Notes of such subclass to the beneficial owners of such subclass or their nominees in accordance with the instructions of the Depository. None of the Issuer, the Registrar, the Paying Agent or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Notes of such subclass, the Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Noteholders hereunder. Neither the Issuer nor the Trustee shall be liable if the Trustee or the Issuer is unable to locate a qualified successor Depository. Definitive Notes of any subclass will be freely transferable and exchangeable for Definitive Notes of the same subclass at the office of the Trustee or the office of a Registrar upon compliance with the requirements set forth herein or herein. (c) Any beneficial interest in one of the Global Notes as to any subclass that is transferred to a Person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (d) Any Definitive Note delivered in exchange for an interest in a Warrant CertificateRule 144A Global Note pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.13, bear the Private Placement Legend applicable to a Rule 144A Global Note set forth in Section 2.02 hereof. (e) Any Definitive Note delivered in exchange for an interest in a Regulation S Global Note pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.13, bear the Private Placement Legend applicable to a Regulation S Global Note set forth in Section 2.02 hereof.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) Depository. The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Aa) shall be registered in the name of the Depositary Depository for such Global Security or Global Securities or the nominee of the Depositary such Depository and (Bb) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositarysuch Depository’s instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depository (ii“Agent Members”) Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary Depository or by the Warrant Agent Trustee as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee shall be entitled to treat the Depository as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a Global Security, 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 Securities 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 Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities 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 Security). The rights of beneficial owners in a any Global Warrant Security shall be exercised only through the Depositary DTC subject to the applicable rules and procedures of the Depositary except DTC. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by DTC with respect to the extent set forth herein or in a Warrant Certificateits members, participants and any beneficial owners.

Book-Entry Provisions. This Section 2.01(b2.02(b) shall apply only to a the Rule 144A Global Warrant Notes and the Regulation S Permanent Global Notes deposited with or on behalf of the Depositary. (i) Security Depository. The Company Issuer shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.02(b), countersign, by either manual or facsimile signature, authenticate and deliver one or more Global Warrants that (A) Note for each Class of Notes which shall be (i) registered in the name of the Depositary Security Depository or the nominee of the Depositary Security Depository and (Bii) shall be delivered by the Warrant Agent Trustee to the Depositary Security Depository or pursuant to the DepositarySecurity Depository’s instructions or held by the Warrant Agent as custodian for the Depositaryinstructions. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights either under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Security Depository or by the Warrant Agent Trustee as custodian for the custodian of the Depositary Security Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNotes, and the Depositary Security Depository may be treated by the CompanyIssuer, the Warrant Agent Trustee, the Note Insurer and any agent of the Company Issuer, the Trustee or the Warrant Agent Note Insurer as the absolute owner of such Global Warrant Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuer, the Warrant Agent Trustee, the Note Insurer or any agent of the Company Issuer, the Trustee or the Warrant Agent Note Insurer from giving effect to any written certification, proxy or other authorization furnished by the Depositary Security Depository or (B) impair, as between the Depositary Security Depository and the its Agent Members, the operation of customary practices of the Depositary such Security Depository governing the exercise of the rights of a holder an owner of a beneficial interest in any WarrantGlobal Notes. The Note Registrar, the Note Insurer and the Trustee shall treat the Security Depository for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the 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 beneficial owners in a Global Warrant Note Owners shall be exercised only through the Depositary subject Security Depository and shall be limited to those established by law and agreements between such Note Owners and the applicable procedures 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 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 Notes evidencing a specified percentage of the Depositary except Outstanding amount of the Notes, the Security Depository shall be deemed to represent such percentage only to the extent set forth herein that it (i) has received instructions to such effect from Note Owners and/or Agent Members owning or representing, respectively, such required percentage of the beneficial interest in a Warrant Certificatethe Notes and (ii) has delivered such instructions to the Trustee.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a --------------------- Global Warrant Note deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (Aa) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bb) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing Nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Note. The rights Except as provided in subparagraph (c) below, owners of a beneficial owners interest in a Global Warrant shall Note will not be exercised through the Depositary subject entitled to the applicable procedures of the Depositary except have Notes registered in their names, will not receive or be entitled to the extent set forth herein receive Notes in definitive registered form and will not be considered owners or in a Warrant Certificateholders thereof under this Indenture.

Book-Entry Provisions. (a) This Section 2.01(b) 2.03 shall apply only to a Global Warrant Securities deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.03 and the written order of the Company pursuant to Section 2.05, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (iib) Members of, or participants in, the Depositary (collectively, the “Agent Members Members”) shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. (c) The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations and Instructions to Participants” of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The rights Trustee shall have no obligation to notify Holders of beneficial owners in a Global Warrant any such procedures or to monitor or enforce compliance with the same. (d) Neither the Trustee nor any of its agents shall be exercised through have any responsibility for any actions taken or not taken by the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateDepositary.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) Depository. The Company shall execute and the Warrant Authenticating Agent shall, in accordance with this Section 2.022.1(b) and Section 2.2, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Aa) shall be registered in the name of the Depositary Depository for such Global Security or Global Securities or the nominee of the Depositary such Depository and (Bb) shall be delivered by the Warrant Paying Agent to the Depositary such Depository or pursuant to the Depositarysuch Depository’s instructions or held by the Warrant Paying Agent as custodian for the DepositaryDepository. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depository (ii“Agent Members”) Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary Depository or by the Warrant Paying Agent as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee, the Paying Agent, the Registrar and any agent of the Company or the Warrant Trustee, the Paying Agent or the Registrar shall be entitled to treat the Depository as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee, the Paying Agent, the Registrar or any agent of the Company or the Warrant Trustee, the Paying Agent or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateSecurity.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (A) shall be (i) registered in the name of the Depositary Cede & Co. or the other nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be exercised applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent.Agent.‌‌‌ (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth in this Agreement or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b) 2.01 shall apply only to a Global Warrant Note deposited with or on behalf of the Depositary. (i) . The Company Issuer shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01 and Section 2.02 of the Indenture and pursuant to an order of the Issuer signed by one Officer of the Issuer, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (Ai) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of the such Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s instructions or held by the Warrant Agent Trustee as custodian for Custodian. Members of, or participants and current holders in, the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. , Euroclear and Clearstream (ii“Agent Members”) Agent Members shall have no rights under this Agreement the Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent Trustee as the Custodian or any other custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary or its nominee may be treated by the CompanyIssuer, the Warrant Agent Trustee and any agent of the Company Issuer, the Guarantors or the Warrant Agent Trustee as the absolute owner of such Global Warrant 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 (A) prevent the CompanyIssuer, the Warrant Agent Guarantors, the Trustee or any agent of the Company Issuer, the Guarantors or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateNote.

Book-Entry Provisions. This The following provisions of this Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary.: (i) The Company shall prepare and execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Depositary. The Warrant Agent shall deliver the Global Warrants to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Transfer Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent [●] as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) Depository. The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.05(b)(ii), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Aa) shall be registered in the name of the Depositary Depository for such Global Security or Global Securities or the nominee of the Depositary such Depository and (Bb) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositary’s such Depository's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depository (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary Depository or by the Warrant Agent Trustee as the custodian of the Depositary Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee shall be entitled to treat the Depository as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights of To the extent a notice or other communication to the beneficial owners in a Global Warrant of the Floating Rate Notes is required under the Indenture, unless and until Certificated Securities shall have been issued to such owners, the Trustee shall give all such notices and communications specified herein to be exercised through the Depositary subject given to such owners to the applicable procedures of the Depositary except Depository, and shall have no obligations to the extent set forth herein or in a Warrant Certificatesuch Owners.

Book-Entry Provisions. This Section 2.01(b) shall only apply only to a Global Warrant Notes deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian Custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members Participants and Indirect Participants shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent as the custodian of Custodian for the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may shall be treated by the Company, the Warrant Trustee, each Agent and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Trustee, any Agent or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Participants or Indirect Participants, the Agent Members, Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Note. None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of an interest in a 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 owners, Participants and Indirect Participants in a any Global Warrant Note shall be exercised only through the Depositary subject to the applicable procedures Applicable Procedures of the Depositary. The Trustee and each Agent may rely and shall be fully protected in relying upon information furnished by the Depositary except with respect to the extent set forth herein or in a Warrant Certificateits members, Participants, Indirect Participants and any beneficial owners.

Book-Entry Provisions. This Section 2.01(b1(c) shall apply only to a Global Warrant deposited with all Securities evidencing all or on behalf part of the Depositary. Securities that are registered in the name of the Depositary or a nominee thereof (i) "global Securities"). The Company Issuer shall execute and the Warrant Fiscal Agent shall, in accordance with this Section 2.021(c), countersign, by either manual or facsimile signature, authenticate and deliver one or more Global Warrants that a global Security as required to be issued pursuant to Section 1(b) hereof, which (A) shall be registered in the name of the Depositary or the nominee of the Depositary and its nominee, (B) shall be delivered by the Warrant Fiscal Agent to the Depositary or pursuant to the Depositary’s 's instructions and (C) shall bear legends substantially to the following effect: "Unless this Security is presented by an authorized representative of [insert name of Depositary] to the Issuer or held its agent for registration of transfer, exchange or payment, and any Security issued in exchange for this Security or any portion hereof is registered in the name of [insert name of nominee of Depositary] or in such other name as is requested by an authorized representative of [insert name of Depositary] (and any payment is made to [insert name of nominee of Depositary] or to such other entity as is requested by an authorized representative of [insert name of Depositary]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN [insert name of Depositary] OR A NOMINEE THEREOF IS WRONGFUL inasmuch as the Warrant registered owner hereof, [insert name of nominee of Depositary], has an interest herein." "This Security is a global Security within the meaning of the Fiscal Agency Agreement referred to hereinafter. This global Security may not be exchanged, in whole or in part, for a Security registered in the name of any person other than [insert name of Depositary] or a nominee thereof, except in the limited circumstances set forth in Section 5 of the Fiscal Agency Agreement, and may not be transferred, in whole or in part, except in accordance with the restrictions set forth in Section 6(c) of the Fiscal Agency Agreement. Beneficial interests in this global Security may not be transferred except in accordance with Section 6(c) of the Fiscal Agency Agreement." Neither any members of, or participants in, the Depositary ("Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (iiMembers") nor any other persons on whose behalf Agent Members may act shall have no any rights under this Fiscal Agency Agreement with respect to any Global Warrant held on their behalf by global Security registered in the Depositary or by the Warrant Agent as the custodian name of the Depositary or any nominee thereof, or under any such Global Warrant except to the extent set forth herein or in a Warrant Certificateglobal Security, and the Depositary or such nominee, as the case may be, may be treated by the CompanyIssuer, the Warrant Fiscal Agent and any agent of the Company Issuer or the Warrant Fiscal Agent as the absolute owner and holder of such Global Warrant global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuer, the Warrant Fiscal Agent or any agent of the Company Issuer or the Warrant Fiscal Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) such nominee, as the case may be, or impair, as between the Depositary Depositary, its Agent Members and the any other person on whose behalf an Agent MembersMember may act, the operation opera- tion of customary practices of the Depositary such persons governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateSecurity.

Book-Entry Provisions. This Section 2.01(b2.01(c) shall apply only to a the Restricted Global Warrant Security, the Temporary Regulation S Global Security, the Regulation S Global Security, and, if and when issued, the Exchange Global Security (collectively, the "GLOBAL SECURITIES") deposited with or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall. Except as provided in Section 2.06(a), in accordance with Section 2.02, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members Participants shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent as the Trustee or any custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary or its nominee, as the case may be, may be treated by the Company, a Guarantor, the Warrant Agent Trustee and any agent of the Company Company, a Guarantor or the Warrant Agent Trustee as the absolute sole owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, a Guarantor, the Warrant Agent Trustee or any agent of the Company Company, a Guarantor or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Membersits Participants, the operation of customary practices of the Depositary such persons governing the exercise of the rights of a holder Holder of a beneficial interest in any WarrantGlobal Security. The rights registered Holder of beneficial owners in a Global Warrant shall be exercised Security 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, the Depositary subject Securities or the Subsidiary Guarantees. Except as otherwise provided in this Indenture or, with respect to the applicable procedures Company or a Guarantor, as otherwise provided in any agreement between the Company or a Guarantor and a registered holder of a Global Security or its agents, none of the Depositary except Company, a Guarantor, the Trustee nor any agent of the Company, a Guarantor or the Trustee shall have any responsibility or liability for any aspect of the records of a registered holder of a Global Security relating to the extent set forth herein or beneficial ownership interests of such Global Security. Except as provided in Section 2.06(a), owners of a Warrant Certificatebeneficial interest in Global Securities will not be entitled to receive physical delivery of certificated Securities.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with with, at the direction of or on behalf of the Depositary. (i) The Company shall execute and the Warrant Agent shall, in accordance with Section 2.02, countersign, either by either manual or facsimile or other electronically transmitted signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the DepositaryCustodian. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary Depositary, except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant deposited with or on behalf of the Depositary. (i) The Company shall prepare and execute and the Warrant Agent shall, in accordance with Section 2.02, if requested, countersign, by either manual or facsimile signature, and deliver one or more Global Warrants that (A) shall be registered in the name of the Depositary or the nominee of the Depositary and (B) shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights under this Agreement with respect to any Global Warrant held on their behalf by the Depositary or by the Warrant Agent as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant Certificate, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificate.

Book-Entry Provisions. (a) This Section 2.01(b) 2.03 shall apply only to a Global Warrant Securities deposited with or on behalf of the Depositary. (i) . The Company Partnership shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.03 and the written order of the Partnership pursuant to Section 2.05, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (iib) Members of, or participants in, the Depositary (collectively, the "Agent Members Members") shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the CompanyPartnership, the Warrant Agent Trustee and any agent of the Company Partnership or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyPartnership, the Warrant Agent Trustee or any agent of the Company Partnership or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. (c) The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The rights Trustee shall have no obligation to notify Holders of beneficial owners in a Global Warrant any such procedures or to monitor or enforce compliance with the same. (d) Neither the Trustee nor any of its agents shall be exercised through have any responsibility for any actions taken or not taken by the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateDepositary.

Book-Entry Provisions. This Section 2.01(b) shall apply only to a Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(b) and the written order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the Depositary or pursuant to the Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. The rights provisions of beneficial owners in a Global Warrant the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be exercised applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The Trustee shall have no obligation to notify holders of any such procedures or to monitor or enforce compliance with the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant Certificatesame.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Note deposited with or on behalf of the Depositary. (i) Depository. The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b) and pursuant to an order of the Company, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (Ai) shall be registered in the name of the Depositary Depository for such Global Note or Global Notes or the nominee of the Depositary such Depository and (Bii) shall be delivered by the Warrant Agent Trustee to the Depositary such Depository or pursuant to the Depositary’s such Depository's instructions or held by the Warrant Agent Trustee as custodian for the DepositaryDepository. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depository (ii"Agent Members") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Depository, or by the Warrant Agent Trustee as the custodian of the Depositary Depository, or under such any Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) shall impair, as between the Depositary Depository and the its Agent Members, the operation of customary practices of the Depositary such Depository governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Note. The rights Ownership of beneficial owners interests in a any Global Warrant shall Note will be exercised through shown on, and transfers thereof will be effected only through, records maintained by the Depositary subject Depository or its nominee (with respect to interests of Agent Members) and the applicable procedures records of the Depositary except Agent Members (with respect to the extent set forth herein or in a Warrant Certificateinterests of Persons other than Agent Members).

Book-Entry Provisions. This Section 2.01(b2.02(b) shall apply only to a the Rule 144A Global Warrant Notes deposited with or on behalf of the Depositary. (i) Security Depository. The Company Issuers shall execute and the Warrant Agent Indenture Trustee shall, in accordance with this Section 2.022.02(b), countersign, by either manual or facsimile signature, authenticate and deliver one or more Global Warrants that Note for the Class A-1 Notes and one Global Note for the Class A-2 Notes which (Ai) shall be registered in the name of the Depositary Security Depository or the nominee of the Depositary Security Depository and (Bii) shall be delivered by the Warrant Agent Indenture Trustee to the Depositary Security Depository or pursuant to the Depositary’s Security Depository's instructions or held by the Warrant Agent Indenture Trustee as custodian for the DepositarySecurity Depository. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall have no rights either under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary Security Depository or by the Warrant Agent Indenture Trustee as custodian for the custodian of the Depositary Security Depository or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary Security Depository may be treated by the CompanyIssuers, the Warrant Agent Indenture Trustee and the Class A Note Insurer and any agent of the Company Issuers, the Indenture Trustee or the Warrant Agent Class A Note Insurer as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuers, the Warrant Agent Indenture Trustee or the Class A Note Insurer or any agent of the Company Issuers, the Indenture Trustee or the Warrant Agent Class A Note Insurer from giving effect to any written certification, proxy or other authorization furnished by the Depositary Security Depository or (B) impair, as between the Depositary Security Depository and the its Agent Members, the operation of customary practices of the Depositary 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 a beneficial this Indenture (including the payment of principal of and interest in any Warranton 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 beneficial owners in a Global Warrant Note Owners of Class A-1 Notes and Class A-2 Notes shall be exercised only through the Depositary subject 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 applicable procedures 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 Depositary except Outstanding amount of the Class A Notes, the Security Depository shall be deemed to represent such percentage only to the extent set forth herein 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 a Warrant Certificatethe Notes and has delivered such instructions to the Indenture Trustee.

Book-Entry Provisions. This Section 2.01(b2.01(d) shall apply only to a the Regulation S Global Warrant 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 Depositary or the Trustee, as custodian for the Depositary. (i) , as applicable. The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(d), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (i) 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 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 the Depositary and (B) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"AGENT MEMBERS") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent Common Depositary or the Trustee, as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder an owner of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateNote.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a --------------------- Global Warrant Security deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Aa) shall be registered in the name of the Depositary for such Global Security or Global Securities or the nominee of the such Depositary and (Bb) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant pursu- ant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each Global Warrant Members of, or participants in, the Depositary ("Agent Members") shall be dated the date of its countersignature by the Warrant Agent. (ii) Agent Members shall ------------- have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Subsidiary Guarantors, the Trustee and any agent of the Company Company, the Subsidiary Guarantors or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Subsidiary Guarantors, the Trustee or any agent of the Company Company, the Subsidiary Guarantors or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateSecurity.

Book-Entry Provisions. This Section 2.01(b2.01(d) shall apply only to a the Regulation S Global Warrant 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 Depositary or the Trustee, as custodian for the Depositary. (i) , as applicable. The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.01(d), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (i) 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 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 the Depositary and (B) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each Global Warrant shall be dated Members of, or participants in, the date of its countersignature by the Warrant Agent. Depositary (ii"AGENT MEMBERS") Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent Common Depositary or the Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder an owner of a beneficial interest in any Warrant. The rights of beneficial owners in a Global Warrant shall be exercised through the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateNote.

Book-Entry Provisions. (a) This Section 2.01(b) 2.03 shall apply only to a Global Warrant Securities deposited with or on behalf of the Depositary. (i) . The Company shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.03 and the written order of the Company pursuant to Section 2.05, countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Securities that (Ai) shall be registered in the name of the Depositary Cede & Co. or the other nominee of the Depositary and (Bii) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each Global Warrant shall be dated the date of its countersignature by the Warrant Agent. (iib) Members of, or participants in, the Depositary (collectively, the "Agent Members Members") shall have no rights under this Agreement Indenture with respect to any Global Warrant Security held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateSecurity, and the Depositary may be treated by the Company, the Warrant Agent Trustee and any agent of the Company or the Warrant Agent Trustee as the absolute owner of such Global Warrant Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Warrant Agent Trustee or any agent of the Company or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Security. (c) The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations and Instructions to Participants" of Clearstream shall be applicable to interests in any Global Securities that are held by participants through Euroclear or Clearstream. The rights Trustee shall have no obligation to notify Holders of beneficial owners in a Global Warrant any such procedures or to monitor or enforce compliance with the same. (d) Neither the Trustee nor any of its agents shall be exercised through have any responsibility for any actions taken or not taken by the Depositary subject to the applicable procedures of the Depositary except to the extent set forth herein or in a Warrant CertificateDepositary.

Book-Entry Provisions. This Section 2.01(b2.1(b) shall apply only to a Global Warrant Note deposited with or on behalf of the Depositary. (i) . The Company Issuers shall execute and the Warrant Agent Trustee shall, in accordance with this Section 2.022.1(b), countersign, by either manual or facsimile signature, authenticate and deliver initially one or more Global Warrants Notes that (Aa) shall be registered in the name of the Depositary for such Global Note or Global Notes or the nominee of the such Depositary and (Bb) shall be delivered by the Warrant Agent Trustee to the such Depositary or pursuant to the such Depositary’s 's instructions or held by the Warrant Agent Trustee as custodian for the Depositary. Each If such Global Warrant Notes are Restricted Global Notes, then separate Global Notes shall be dated issued to represent Rule 144A Notes and Regulation S Notes so long as required by law or the date of its countersignature by Depositary. Members of, or participants in, the Warrant Agent. Depositary (ii“Agent Members”) Agent Members shall have no rights under this Agreement Indenture with respect to any Global Warrant Note held on their behalf by the Depositary or by the Warrant Agent Trustee as the custodian of the Depositary or under such Global Warrant except to the extent set forth herein or in a Warrant CertificateNote, and the Depositary may be treated by the CompanyIssuers, the Warrant Agent Trustee and any agent of the Company Issuers or the Warrant Agent Trustee shall be entitled to treat the Holder as the absolute owner of such Global Warrant Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the CompanyIssuers, the Warrant Agent Trustee or any agent of the Company Issuers or the Warrant Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and the its Agent Members, the operation of customary practices of the such Depositary governing the exercise of the rights of a holder of a beneficial interest in any WarrantGlobal Note. The rights 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 owners interests in a Restricted Global Warrant shall Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be exercised through transferred to a Person who takes delivery in the Depositary subject 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 applicable procedures of Trustee a written certificate (in the Depositary except form provided in Exhibit 1 hereto) to the extent set forth herein effect that such transfer is being made in accordance with Rule 904 of Regulation S or in a Warrant CertificateRule 144 (if available).