Common use of Book-Entry System Clause in Contracts

Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered in the name of the depositary (the "Depositary") selected by the Company or in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. The Company initially appoints The Depository Trust Company ("DTC") to act as Depository with respect to the Global Debentures. The Trustee is authorized to enter into a letter of representation with DTC on a form provided to the Trustee by the Company and to act in accordance with such letter. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the IndentureTHIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor DepositaryAND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.7, a global Global Debenture of any series of Debentures may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.7, only by the Depository for such series to a nominee of such Depository or by a nominee of the Depositary Depository for such seriesseries to such Depository, or by the Depositary such Depository or any such nominee of to a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (iib) the Company determines in its sole discretion, discretion that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuingdetermination, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing any such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, Depository pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided aboveabove or as provided in any supplemental indenture, owners of beneficial interests in a global Global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary Depository shall have no rights under this Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation but not limited to the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Debenture or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Book-Entry System. In order Notwithstanding anything to utilize the contrary herein, so long as any series of the Series 2020 Notes are being held under a book-entry-only entry system for all or any portion pursuant to this Section 3.18, transfers of beneficial ownership of such Notes will be effected pursuant to rules and procedures established by the Debentures of any series, all or Securities Depository. The Series 2020 Notes shall be initially issued under a portion of the Debentures of any series may book- entry system and shall be held thereunder except as provided in this Section 3.18. The Series 2020 Notes shall be initially issued in the form of one or more a separate, authenticated, fully registered Debentures of Series 2020 Note for each maturity in a principal amount equal to the same series for the aggregate principal amount of such Debentures of each Issue Datematurity, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered on the Register in the name of the depositary (Securities Depository Nominee. So long as the "Depositary") selected by book-entry system is in effect, the Company or in Securities Depository Nominee will be recognized as the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 Holder of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee Series 2020 Notes for the purposes of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at paying the principal of, premium, if any, or interest on the Series 2020 Notes, (ii) selecting the Series 2020 Notes or portions thereof to be redeemed, (iii) giving any time notice permitted or required to be given to Holders under this Trust Agreement, (iv) registering the Depositary transfer of Series 2020 Notes, and (v) requesting any consent or other action to be taken by the Holders, and for global Debentures all other purposes whatsoever, and neither the Trustee nor the Corporation shall be affected by any notice to the contrary. Neither the Trustee nor the Corporation shall have any responsibility or obligation to any Participant, any beneficial owner of Series 2020 Notes or any other person claiming a beneficial ownership interest in the Series 2020 Notes under or through the Securities Depository or any Participant, or any other person which is not shown on the Register as being a Holder of Series 2020 Notes with respect to (i) the accuracy of any series records maintained by the Securities Depository or any Participant, (ii) the payment to the Securities Depository, any Participant or any beneficial owner of Debentures notifies Series 2020 Notes of any amount in respect of the Company that it principal of, premium, if any, or interest on the Series 2020 Notes, (iii) any notice which is unwilling permitted or unable required to continue be given to Holders under this Trust Agreement, (iv) the selection by the Securities Depository or any Participant or any other person to receive payment in the event of a partial redemption of the Series 2020 Notes or (v) any other action taken by the Securities Depository as Depositary for such global Debentures or Holder of the Series 2020 Notes. The Trustee shall pay all principal of and premium, if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulationany, and a successor Depositary for such global Debentures is not appointed by interest on the Company within 90 days after Series 2020 Notes only to the Company receives such notice Securities Depository or becomes aware of such conditionthe Securities Depository Nominee, as the case may be, (ii) and all such payments shall be valid and effectual to fully satisfy and discharge the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers obligations with respect to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event principal of Default occurs and is continuingpremium, then if any, and interest on the provisions of this Section 2.12 shall no longer apply Series 2020 Notes to the Debentures extent of the sum or sums so paid. The Securities Depository may determine to discontinue providing its services as such serieswith respect to the Series 2020 Notes at any time by giving notice to the Corporation and the Trustee and discharging its responsibilities with respect thereto under applicable laws. In such event, the Company will Corporation shall either (i) engage the services of another Securities Depository or (ii) deliver physical Series 2020 Notes in the manner described below. In the event the book-entry system is discontinued or terminated with respect to the Series 2020 Notes, and no other Securities Depository is named, then the Corporation shall notify the Trustee of such event and the Securities Depository shall immediately notify the Participants of the availability, through the Securities Depository, of physical Series 2020 Notes. In such event, the Corporation shall execute and the TrusteeTrustee shall authenticate, upon receipt of an Officer's Certificate evidencing such determination register and deliver physical Series 2020 Notes as requested by the CompanySecurities Depository or any Participant or beneficial owner of Series 2020 Notes in appropriate authorized denominations in exchange for the Series 2020 Notes registered in the name of Securities Depository Nominee. Notwithstanding any other provision of this Trust Agreement to the contrary, will authenticate and deliver Debentures so long as the Series 2020 Notes are registered in the name of such series and of like tenor in definitive registered formCede & Co., in authorized denominationsas Securities Depository Nominee, and in aggregate principal amount equal all payments with respect to the principal amount of of, premium, if any, and interest on the global Debentures of such series in exchange for such global Debentures. Upon Series 2020 Notes and all notices with respect to the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures Series 2020 Notes shall be cancelled made and given, respectively, to The Depository Trust Company, New York, New York, as provided in the representation letter. In connection with any notice or other communication to be provided to the Holders by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as Corporation or the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf consent or other action to be taken by the DepositaryHolders, and such Depositary the Corporation or its nomineethe Trustee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of shall establish a record date for such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver consent or other action which a Holder is entitled and give the Securities Depository notice of such record date not less than 15 days in advance of such record date to give or take under this Indenturethe extent possible.

Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. The Company initially appoints The Depository Trust Company ("DTC") to act as Depository with respect to the Global Debentures. The Trustee is authorized to enter into a letter of representation with DTC on a form provided to the Trustee by the Company and to act in accordance with such letter. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the IndentureTHIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor DepositaryAND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.7, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.7, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (iib) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

Book-Entry System. In order to utilize a book-entry-entry- ------------------ only system for all or any portion of the Debentures of any seriesDebentures, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Debenture"), which global Debenture shall be registered in the name of the depositary (the "Depositary") selected by the Company or in the name of such Depositary's nominee. Each global Debenture shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such seriesDepositary, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures or if at any time the Depositary for such global Debentures shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such seriesDebentures. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures Securities of any series, all or a portion of the Debentures Securities of any series may be issued in the form of one or more fully registered Debentures Securities of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (as a "global Debenture")Global Security, which global Debenture Global Security shall be registered in the name of the depositary (the "Depositary") Depository selected by the Company or in the name of such DepositaryDepository's nominee. Each global Debenture Global Security shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture This Security may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof308, a global Debenture Global Security may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof308, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary for Depoxxxxxx xxx such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Debentures Global Securities of any series of Debentures Securities notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Debentures Global Securities or if at any time the Depositary Depository for such global Debentures Global Securities shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Debentures Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (iib) the Company determines in its sole discretion, that the Debentures Securities of any series shall no longer be represented by one or more global Debentures Global Securities and delivers to the Trustee an Officer's Officers' Certificate evidencing such determination or (iiic) a Default or an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures Securities of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Debentures Securities of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures Global Securities of such series in exchange for such global DebenturesGlobal Securities. Upon the exchange of global Debentures Global Securities for such Debentures Securities in definitive registered form without couponsCoupons, in authorized denominations, the global Debentures Global Securities shall be cancelled canceled by the Trustee. Such Debentures Securities in definitive registered form issued in exchange for global Debentures Global Securities pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Securities to the Persons in whose names such Debentures Securities are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. The Company initially appoints The Depository Trust Company ("DTC") to act as Depository with respect to the Global Debentures. The Trustee is authorized to enter into a letter of representation with DTC on a form provided to the Trustee by the Company and to act in accordance with such letter. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the IndentureTHIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor DepositaryAND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.7, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.7, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (iib) the Company determines in its sole discretion, discretion that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Officers' Certificate evidencing such determination or (iii) an Event of Default occurs and is continuingdetermination, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, Depository pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided aboveabove or as provided in any supplemental indenture, owners of beneficial interests in a global Global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary Depository shall have no rights under this Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation but not limited to the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures Trust Debt Securities of any series, all or a portion of the Debentures Trust Debt Securities of any series may be issued in the form of one or more fully registered Debentures Trust Debt Securities of the same series for the aggregate principal amount of such Debentures Trust Debt Securities of each Issue Date, interest rate and Stated Maturity Date (a "“global Debenture"Trust Debt Security”), which global Debenture Trust Debt Security shall be registered in the name of the depositary (the "“Depositary"”) selected by the Company or in the name of such Depositary's ’s nominee. Each global Debenture Trust Debt Security shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary." ’s instruction. Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof, a global Debenture Trust Debt Security may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof, only by a nominee of the Depositary for such series, or by the Depositary or any such nominee of a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. If (i) at any time the Depositary for global Debentures Trust Debt Securities of any series of Debentures Trust Debt Securities notifies the Company that it is unwilling or unable to continue as Depositary for such global Debentures Trust Debt Securities or if at any time the Depositary for such global Debentures Trust Debt Securities shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such global Debentures Trust Debt Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures Trust Debt Securities of any series shall no longer be represented by one or more global Debentures Trust Debt Securities and delivers to the Trustee an Officer's ’s Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures Trust Debt Securities of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's ’s Certificate evidencing such determination by the Company, will authenticate and deliver Debentures Trust Debt Securities of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures Trust Debt Securities of such series in exchange for such global DebenturesTrust Debt Securities. Upon the exchange of global Debentures Trust Debt Securities for such Debentures Trust Debt Securities in definitive registered form without coupons, in authorized denominations, the global Debentures Trust Debt Securities shall be cancelled by the Trustee. Such Debentures Trust Debt Securities in definitive registered form issued in exchange for global Debentures Trust Debt Securities pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures Trust Debt Securities to the Persons in whose names such Debentures Trust Debt Securities are so registered. Except as provided above, owners of beneficial interests in a global Debenture Trust Debt Security shall not be entitled to receive physical delivery of Debentures Trust Debt Securities in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture Trust Debt Security held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures Trust Debt Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any DebentureTrust Debt Security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. The Company initially appoints The Depository Trust Company ("DTC") to act as Depository with respect to the Global Debentures. The Trustee is authorized to enter into a letter of representation with DTC on a form provided to the Trustee by the Company and to act in accordance with such letter. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the IndentureTHIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor DepositaryAND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.7, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.7, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or (iib) the Company determines in its sole discretion, discretion that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuingdetermination, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, Depository pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided aboveabove or as provided in any supplemental indenture, owners of beneficial interests in a global Global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary Depository shall have no rights under this Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation but not limited to the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.

Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this This Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.07, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.07, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iii) an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Debentures of such series in exchange for such global Debentures. Upon the exchange of global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Debentures shall be cancelled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided above, owners of beneficial interests in a global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any global Debenture held on their behalf by the Depositary, and such Depositary or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.the

Book-Entry System. In order to utilize a book-entry-only system for all or any portion of the Debentures of any series, all or a portion of the Debentures of any series may be issued in the form of one or more fully registered Debentures of the same series for the aggregate principal amount of such Debentures of each Issue Date, interest rate and Stated Maturity Date (a "global Global Debenture"), which global Global Debenture shall be registered in the name of the depositary depository (the "DepositaryDepository") selected by the Company or in the name of such DepositaryDepository's nominee. Each global Global Debenture shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.12 of the Indenture, this This Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary Depository or to a successor Depositary Depository or to a nominee of such successor DepositaryDepository." Notwithstanding any other provision of this Section 2.12 or of Section 2.08 hereof2.07, a global Global Debenture may be transferred in whole but not in part and in the manner provided in Section 2.08 hereof2.07, only by a nominee of the Depositary Depository for such series, or by the Depositary Depository or any such nominee of a successor Depositary Depository for such series selected or approved by the Company or to a nominee of such successor DepositaryDepository. If (ia) at any time the Depositary Depository for global Global Debentures of any series of Debentures notifies the Company that it is unwilling or unable to continue as Depositary Depository for such global Global Debentures or if at any time the Depositary Depository for such global Global Debentures shall no longer be a clearing agency registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary Depository for such global Global Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (iib) the Company determines in its sole discretion, that the Debentures of any series shall no longer be represented by one or more global Global Debentures and delivers to the Trustee an Officer's Certificate evidencing such determination or (iiic) a Default or an Event of Default occurs and is continuing, then the provisions of this Section 2.12 shall no longer apply to the Debentures of such series. In such event, the Company will execute and the Trustee, upon receipt of an Officer's Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of such series and of like tenor in definitive registered form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the global Global Debentures of such series in exchange for such global Global Debentures. Upon the exchange of global Global Debentures for such Debentures in definitive registered form without coupons, in authorized denominations, the global Global Debentures shall be cancelled canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for global Global Debentures pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the DepositaryDepository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debentures to the Persons in whose names such Debentures are so registered. Except as provided aboveabove or as provided in any supplemental indenture, owners of beneficial interests in a global Global Debenture shall not be entitled to receive physical delivery of Debentures in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary Depository shall have no rights under this Indenture with respect to any global Global Debenture held on their behalf by the DepositaryDepository, and such Depositary Depository or its nominee, as the case may be, may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the Holder of such global Global Debentures for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification certification, proxy or other authorization furnished by the Depositary Depository or impair, as between the Depositary Depository and its members or participants, the operation of customary practices governing exercise of the rights of a Holder of any Debenture, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.