Common use of Exchange and Registration of Transfer of Notes; Depositary Clause in Contracts

Exchange and Registration of Transfer of Notes; Depositary. (a) For the purposes of the Notes, the reference to “transfer or exchange” in the fifth paragraph of Section 305 of the Base Indenture shall be deemed to include a repurchase of Notes. (b) This Section 2.05(b) shall replace the seventh paragraph of Section 305 of the Base Indenture and all references to such paragraph shall be deemed, for the purposes of the Notes, to be references to this Section 2.05(b). The Company shall not be required (i) to issue, register the transfer of or exchange any Notes either during a period beginning 15 Business Days prior to the mailing of a Redemption Notice and ending on the close of business on the day of such mailing, or between a Regular Record Date and the next succeeding Interest Payment Date, (ii) to register the transfer of or exchange of (A) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 9 or (B) any Notes selected for Redemption in accordance with Article 10. (c) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. (d) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (e) If an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of the Notes requests that its Notes be issued as Physical Notes, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver Physical Notes to each such beneficial owner of the related Notes (or a portion thereof) in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note shall be canceled. (f) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with customary procedures and existing instructions between the Depositary and the Note Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Exchange and Registration of Transfer of Notes; Depositary. (a) For the purposes of the Notes, the reference to “transfer or exchange” Notwithstanding anything in the fifth paragraph of Section 305 of the Base Indenture to the contrary, none of the Company, the Trustee or the Security Registrar shall be deemed required to include exchange or register a repurchase transfer of Notes. (b) This Section 2.05(b) shall replace the seventh paragraph of Section 305 of the Base Indenture and all references to such paragraph shall be deemed, for the purposes of the Notes, to be references to this Section 2.05(b). The Company shall not be required (i) to issue, register the transfer of or exchange any Notes either during a period beginning 15 Business Days prior to the mailing of a Redemption Notice and ending on the close of business on the day of such mailing, or between a Regular Record Date and the next succeeding Interest Payment Dateselected for redemption in accordance with Article 11, (ii) to register the transfer any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or exchange of (Aiii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 9 10. All Notes issued upon any registration of transfer or (B) any exchange of Notes selected for Redemption in accordance with Article 10the Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture as the Notes surrendered upon such registration of transfer or exchange. (b) The Notes shall initially be issued in the form of one or more Global Notes in the aggregate principal amount of $205,000,000. (c) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. (d) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company DTC to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (e) If an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of the Notes requests that its Notes be issued as Physical Notes, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver Physical Notes to each such beneficial owner of the related Notes (or a portion thereof) in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note shall be canceled. (f) At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with its customary procedures and existing instructions between the Depositary and the Note Custodianprocedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note CustodianTrustee’s customary procedures, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, Note by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (d) Section 2.05(f) of the Base Indenture shall be superseded by this Section 2.05(d), and any reference in the Base Indenture to Section 2.05(f) thereof shall be deemed to refer instead to this Section 2.05(d). Physical Notes shall be issued and delivered by the Company to each Person that the Depositary identifies as a beneficial owner of the related Global Notes only if (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of any Global Note requests that its beneficial interest therein be issued as a Physical Note. The Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (ii) above, a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i)(a) or (i)(b) above, Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled. Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(d) 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. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered. Notwithstanding anything to the contrary in the Indenture or the Notes, following an Event of Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such Holder’s right to exchange such beneficial interest for a Physical Note in accordance with the provisions of the Indenture.

Exchange and Registration of Transfer of Notes; Depositary. (a) For Notwithstanding the purposes of the Notes, the reference to “transfer or exchange” in the fifth paragraph provisions of Section 305 3.05 of the Base Indenture Indenture, none of the Company, the Trustee or the Registrar shall be deemed required to include exchange Notes for other Notes or register a repurchase transfer of Notes. (b) This Section 2.05(b) shall replace the seventh paragraph of Section 305 of the Base Indenture and all references to such paragraph shall be deemed, for the purposes of the Notes, to be references to this Section 2.05(b). The Company shall not be required (i) to issue, register the transfer of or exchange any Notes either during surrendered for conversion in accordance with Article 8 for Shares, or, if a period beginning 15 Business Days prior to the mailing portion of a Redemption Notice and ending on the close of business on the day of any Note is surrendered for conversion for Shares, such mailing, portion thereof surrendered for conversion in accordance with Article 8 or between a Regular Record Date and the next succeeding Interest Payment Date, (ii) to register the transfer of or exchange of (A) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 9 or (B) any Notes selected for Redemption in accordance with Article 109. (cb) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests interest in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary thereforApplicable Procedures. (dc) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Neither the Trustee nor any Agent shall have any responsibility A Global Note may be transferred, in whole or liability for any actions taken in part, only to another nominee of DTC or not taken by the Depositaryto a successor of DTC or its nominee. (ed) If The Company shall cause to be kept an Event office or agency where Notes may be presented for conversion in accordance with Article 8 of Default this First Supplemental Indenture (the “Conversion Agent”). The Company initially appoints the Trustee as Conversion Agent. The Company may have one or more additional Conversion Agents with respect to the Notes has occurred and is continuing and Notes. If the Company fails to maintain a beneficial owner Conversion Agent, the Trustee shall act as such. The Company or any Affiliate of the Notes requests Company may act as Conversion Agent; provided that its Notes be issued as Physical Notes, neither the Company nor an Affiliate of the Company shall execute, and act as Conversion Agent in connection with the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver Physical Notes to each such beneficial owner discharge of the related Notes (or a portion thereof) in an aggregate principal amount equal to the principal amount Indenture under Article 4 of such Global Note, in exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note shall be canceledthis First Supplemental Indenture. (f) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with customary procedures and existing instructions between the Depositary and the Note Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Exchange and Registration of Transfer of Notes; Depositary. (a) For Notwithstanding the purposes of the Notes, the reference to “transfer or exchange” in the fifth paragraph provisions of Section 305 3.05 of the Base Indenture Indenture, None of the Company, the Trustee or the Registrar shall be deemed required to include exchange Notes for other Notes or register a repurchase transfer of Notes. (b) This Section 2.05(b) shall replace the seventh paragraph of Section 305 of the Base Indenture and all references to such paragraph shall be deemed, for the purposes of the Notes, to be references to this Section 2.05(b). The Company shall not be required (i) to issue, register the transfer of or exchange any Notes either during surrendered for conversion in accordance with Article 8 for Shares, or, if a period beginning 15 Business Days prior to the mailing portion of a Redemption Notice and ending on the close of business on the day of any Note is surrendered for conversion for Shares, such mailing, portion thereof surrendered for conversion in accordance with Article 8 or between a Regular Record Date and the next succeeding Interest Payment Date, (ii) to register the transfer of or exchange of (A) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 9 or (B) any Notes selected for Redemption in accordance with Article 109. (cb) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities Notes (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests interest in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary thereforApplicable Procedures. (dc) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Neither A Global Note may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee. (d) The Company shall cause to be kept an office or agency where Notes may be presented for conversion in accordance with Article 8 of this First Supplemental Indenture (the “Conversion Agent”). The Company initially appoints the Trustee as Conversion Agent. The Company may have one or more additional Conversion Agents with respect to the Notes. If the Company fails to maintain an Conversion Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Conversion Agent; provided that neither the Company nor any an Affiliate of the Company shall act as Conversion Agent shall have any responsibility or liability for any actions taken or not taken by in connection with the Depositarydischarge of the Indenture under Article 4 of the First Supplemental Indenture. (e) If an Event For the avoidance of Default with respect doubt, the penultimate paragraph of Section 3.05 of the Base Indenture shall not apply to the Notes has occurred and is continuing and a beneficial owner of the Notes requests that its Notes be issued as Physical Notes, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver Physical Notes to each such beneficial owner of the related Notes (or a portion thereof) in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note shall be canceled. (f) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with customary procedures and existing instructions between the Depositary and the Note Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.

Exchange and Registration of Transfer of Notes; Depositary. (a) For the purposes of the Notes, the reference to “transfer or exchange” Notwithstanding anything in the fifth paragraph of Section 305 of the Base Indenture to the contrary, none of the Company, the Trustee or the Registrar shall be deemed required to include exchange or register a repurchase transfer of Notes. (b) This Section 2.05(b) shall replace the seventh paragraph of Section 305 of the Base Indenture and all references to such paragraph shall be deemed, for the purposes of the Notes, to be references to this Section 2.05(b). The Company shall not be required (i) to issue, register the transfer of or exchange any Notes either during surrendered for redemption, or, if a period beginning 15 Business Days prior to the mailing portion of a Redemption Notice and ending on the close of business on the day of any Note is surrendered for redemption, such mailing, or between a Regular Record Date and the next succeeding Interest Payment Dateportion thereof surrendered for redemption, (ii) to register the transfer any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or exchange of (Aiii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 9 10. All Notes issued upon any registration of transfer or (B) any exchange of Notes selected for Redemption in accordance with Article 10the Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture as the Notes surrendered upon such registration of transfer or exchange. (b) The Notes shall initially be issued in the form of one or more Global Notes in the aggregate principal amount of $575,000,000. (c) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. (d) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company DTC to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (e) If an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of the Notes requests that its Notes be issued as Physical Notes, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver Physical Notes to each such beneficial owner of the related Notes (or a portion thereof) in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note shall be canceled. (f) DTC. At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with its customary procedures and existing instructions between the Depositary and the Note Custodianprocedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note CustodianTrustee’s customary procedures, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, Note by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase. None of the Company, the Trustee (including in its capacity as Paying Agent) or any agent of the Company or the Trustee shall have any responsibility or liability for the payment of amounts to owners of beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account of such interests by the Depositary, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (d) With respect to the Notes, Clause (2) of Section 3.5 of the Base Indenture shall be superseded by this Section 2.05(d), and any reference in the Base Indenture to Clause (2) of Section 3.5 thereof shall be deemed to refer instead to this Section 2.05(d). Physical Notes shall be issued and delivered by the Company: (i) to each Person that the Depositary identifies as a beneficial owner of the related Global Notes only if (x) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, or (y) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days; or (ii) if an Event of Default with respect to the Notes has occurred and is continuing, to each beneficial owner of any Global Note who requests that its beneficial interests therein be issued as a Physical Note. The Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (ii) above, a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest in the related Global Notes and (y) in the case of clause (i)(x) or (i)(y) above, Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled. Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(d) 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. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered. Notwithstanding anything to the contrary in the Indenture or the Notes, following an Event of Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such Holder’s right to exchange such beneficial interest for a Physical Note in accordance with the provisions of the Indenture. Beneficial interests in Global Notes may not be exchanged for Physical Notes except as set forth in this Section 2.05.

Exchange and Registration of Transfer of Notes; Depositary. (a) For No service charge shall be imposed by the purposes Company, the Trustee, the Security Registrar, any co-Security Registrar or the paying agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the Notes, name of the reference to “Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or exchange” in the fifth paragraph registration of transfer. Section 305 2.05(c) of the Base Indenture shall shall, with respect to the Notes, be deemed to include a repurchase of Notessuperseded in its entirety by this Section 2.05(a). (b) This Section 2.05(b) shall replace the seventh paragraph of Section 305 of Notwithstanding anything in the Base Indenture and all references to such paragraph the contrary, none of the Company, the Trustee or the Security Registrar shall be deemed, for the purposes of the Notes, required to be references to this Section 2.05(b). The Company shall not be required (i) to issue, exchange or register the a transfer of or exchange (1) any Notes either during surrendered for conversion or, if a period beginning 15 Business Days prior to the mailing portion of a Redemption Notice and ending on the close of business on the day of any Note is surrendered for conversion, such mailingportion thereof surrendered for conversion, or between a Regular Record Date and the next succeeding Interest Payment Date, (ii) to register the transfer of or exchange of (A2) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 9 10. All Notes issued upon any registration of transfer or (B) any exchange of Notes selected for Redemption in accordance with Article 10the Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture as the Notes surrendered upon such registration of transfer or exchange. The first sentence of Section 2.05(d) of the Base Indenture shall, with respect to the Notes, be superseded in its entirety by this Section 2.05(b). (c) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the second paragraph of Section 2.05(d), all Notes shall be represented by one or more Global Securities Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, Note shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the procedures Applicable Procedures of the Depositary therefor. (d) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company DTC to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Neither None of the Trustee nor any Company, the Trustee, the Paying Agent or the Conversion Agent shall have any responsibility or liability for any actions taken act or not taken by the Depositaryomission of DTC. (ei) If the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of the Notes any Global Note requests that its Notes beneficial interest therein be issued as a Physical NotesNote, the Company shall execute, and the Trustee, upon receipt of an Officers’ Officer’s Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each such beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Note, Notes in exchange for such Global NoteNotes, and upon delivery of the Global Note Notes to the Trustee such Global Note Notes shall be canceled. . Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(d) 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, or, in the case of clause (fiii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered. At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with customary standing procedures and existing instructions between the Depositary and the Note Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase. None of the Company, the Trustee or any agent of the Company or the Trustee shall 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 Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Exchange and Registration of Transfer of Notes; Depositary. (a) For Notwithstanding the purposes provisions of the Notes, the reference to “transfer or exchange” in the fifth paragraph of Section 305 ‎Section 3.05 of the Base Indenture Indenture, none of the Company, the Trustee or the Registrar shall be deemed required to include exchange Notes for other Notes or register a repurchase transfer of Notes. (b) This Section 2.05(b) shall replace the seventh paragraph of Section 305 of the Base Indenture and all references to such paragraph shall be deemed, for the purposes of the Notes, to be references to this Section 2.05(b). The Company shall not be required (i) to issue, register the transfer of or exchange any Notes either during surrendered for conversion in accordance with Article 8 for Common Stock, or, if a period beginning 15 Business Days prior to the mailing portion of a Redemption Notice and ending on the close of business on the day of any Note is surrendered for conversion for Common Stock, such mailing, portion thereof surrendered for conversion in accordance with Article 8 or between a Regular Record Date and the next succeeding Interest Payment Date, (ii) to register the transfer of or exchange of (A) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 9 or (B) any Notes selected for Redemption in accordance with Article 109. (cb) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by lawlaw or as otherwise provided in Section 3.04(c), all Notes shall be represented by one or more Global Securities Notes (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, Note shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture and the procedures of the Depositary thereforApplicable Procedures. (dc) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Neither Custodian. A Global Note may be transferred, in whole or in part, only to another nominee of the Trustee nor any Agent shall have any responsibility Depositary or liability for any actions taken to a successor Depositary or not taken by its nominee or in accordance with the Depositaryimmediately succeeding paragraph. (ei) If the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of the Notes any Note requests that its Notes beneficial interest therein be issued as a Physical NotesNote, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Physical Notes to each such beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Note, Notes in exchange for such Global NoteNotes, and upon delivery of the Global Note Notes to the Trustee such Global Note Notes shall be canceled. . Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 3.04(c) 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, or, in the case of clause (fiii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered. At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with customary standing procedures and existing instructions between the Depositary and the Note Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase. (d) The Company shall cause to be kept an office or agency where Notes may be presented for conversion in accordance with Article 8 of this Third Supplemental Indenture (the “Conversion Agent”). The Company initially appoints the Trustee as Conversion Agent. The Company may have one or more additional Conversion Agents with respect to the Notes. If the Company fails to maintain a Conversion Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Conversion Agent; provided that neither the Company nor an Affiliate of the Company shall act as Conversion Agent in connection with the discharge of the Indenture under Article 4 of this Third Supplemental Indenture. (e) For the avoidance of doubt, the penultimate paragraph of ‎Section 3.05 of the Base Indenture shall not apply to the Notes.

Exchange and Registration of Transfer of Notes; Depositary. (a) For No service charge shall be imposed by the purposes Company, the Trustee, the Security Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company or the Trustee may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the Notes, name of the reference to “Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or exchange” in the fifth paragraph registration of transfer. Section 305 3.5(f) of the Base Indenture shall shall, with respect to the Notes, be superseded in its entirety by this first paragraph of Section 3.04(a), and any reference in the Base Indenture to such Section 3.5(f) shall, with respect to the Notes, be deemed to include a repurchase of Notes. (b) This Section 2.05(b) shall replace the seventh refer instead to this first paragraph of Section 305 3.04(a). None of the Base Indenture and all references to such paragraph Company, the Trustee or the Security Registrar shall be deemed, for the purposes required to exchange or register a transfer of the Notes, to be references to this Section 2.05(b). The Company shall not be required (i) to issue, register the transfer of or exchange any Notes either during surrendered for conversion or, if a period beginning 15 Business Days prior to the mailing portion of a Redemption Notice and ending on the close of business on the day of any Note is surrendered for conversion, such mailing, portion thereof surrendered for conversion or between a Regular Record Date and the next succeeding Interest Payment Date, (ii) to register the transfer of or exchange of (A) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 9 or (B) any Notes selected for Redemption in accordance with Article 1013. (cb) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the first paragraph of Section 3.04(d), all Notes shall be represented by one or more Global Securities Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, Note shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the procedures Applicable Procedures of the Depositary therefor. (dc) Notwithstanding any other provisions of the Indenture (other than the provisions set forth in this Section 3.04(c)), a Global Note shall not be transferred, in whole or in part, except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Physical Notes in accordance with the first paragraph of Section 3.04(d). The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (e) If an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of the Notes requests that its Notes be issued as Physical Notes, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver Physical Notes to each such beneficial owner of the related Notes (or a portion thereof) in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note shall be canceled. (f) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with customary procedures and existing instructions between the Depositary and the Note Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase.Co.

Exchange and Registration of Transfer of Notes; Depositary. (a) For the purposes of the Notes, the reference to “transfer or exchange” Notwithstanding anything in the fifth paragraph of Section 305 of the Base Indenture to the contrary, none of the Company, the Trustee or the Registrar shall be deemed required to include exchange or register a repurchase transfer of Notes. (b) This Section 2.05(b) shall replace the seventh paragraph of Section 305 of the Base Indenture and all references to such paragraph shall be deemed, for the purposes of the Notes, to be references to this Section 2.05(b). The Company shall not be required (i) to issue, register the transfer of or exchange any Notes either during a period beginning 15 Business Days prior to the mailing of a Redemption Notice and ending on the close of business on the day of such mailing, or between a Regular Record Date and the next succeeding Interest Payment Dateselected for redemption in accordance with Article 11, (ii) to register the transfer any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or exchange of (Aiii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 9 10. All Notes issued upon any registration of transfer or (B) any exchange of Notes selected for Redemption in accordance with Article 10the Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture as the Notes surrendered upon such registration of transfer or exchange. (cb) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject to the second paragraph of Section 2.05(c), all Notes shall be represented by one or more Global Securities Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, Certificated Note shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor. (dc) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company DTC to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.Co. (ei) If the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of the Notes any Global Note requests that its Notes beneficial interest therein be issued as Physical Notesa Certificated Note, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver Physical (x) in the case of clause (iii), a Certificated Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii), Certificated Notes to each such beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Note, Notes in exchange for such Global NoteNotes, and upon delivery of the Global Note Notes to the Trustee such Global Note Notes shall be canceled. . Certificated Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(c) 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, or, in the case of clause (fiii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Certificated Notes to the Persons in whose names such Certificated Notes are so registered. At such time as all interests in a Global Note have been converted, canceled, repurchased repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with customary standing procedures and existing instructions between the Depositary and the Note Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Certificated Notes, converted, canceled, repurchased repurchased, redeemed or transferred to a transferee who receives Physical Certificated Notes therefor or any Physical Certificated Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase. None of the Company, the Trustee or any agent of the Company or the Trustee shall 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 Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Exchange and Registration of Transfer of Notes; Depositary. (a) For the purposes of the Notes, the reference to “transfer or exchange” Notwithstanding anything in the fifth paragraph of Section 305 of the Base Indenture to the contrary, none of the Company, the Trustee or the Registrar shall be deemed required to include exchange or register a repurchase transfer of Notes. (b) This Section 2.05(b) shall replace the seventh paragraph of Section 305 of the Base Indenture and all references to such paragraph shall be deemed, for the purposes of the Notes, to be references to this Section 2.05(b). The Company shall not be required (i) to issue, register the transfer of or exchange any Notes either during surrendered for conversion or, if a period beginning 15 Business Days prior to the mailing portion of a Redemption Notice and ending on the close of business on the day of any Note is surrendered for conversion, such mailing, portion thereof surrendered for conversion or between a Regular Record Date and the next succeeding Interest Payment Date, (ii) to register the transfer of or exchange of (A) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 9 10. All Notes issued upon any registration of transfer or (B) any exchange of Notes selected for Redemption in accordance with Article 10the Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture as the Notes surrendered upon such registration of transfer or exchange. (b) The Notes shall initially be issued in the form of one or more Global Notes in the aggregate principal amount of $350,000,000. (c) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Securities (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note, shall be effected through the Depositary (but not the Trustee or the Note Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. (d) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company DTC to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (e) If an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of the Notes requests that its Notes be issued as Physical Notes, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver Physical Notes to each such beneficial owner of the related Notes (or a portion thereof) in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note shall be canceled. (f) At such time as all interests in a Global Note have been converted, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with its customary procedures and existing instructions between the Depositary and the Note Custodianprocedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Note CustodianTrustee’s customary procedures, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on the Schedule of Exchanges of Notes to such Global Note, Note by the Trustee or the Note Custodian, at the direction of the Trustee, to reflect such reduction or increase. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (d) Section 2.14(b) of the Base Indenture shall be superseded by this Section 2.05(d), and any reference in the Base Indenture to Section 2.14(b) thereof shall be deemed to refer instead to this Section 2.05(d). Physical Notes shall be issued and delivered by the Company (i) to each Person that the Depositary identifies as a beneficial owner of the related Global Notes only if (a) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days or (b) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (ii) if an Event of Default with respect to the Notes has occurred and is continuing, to each beneficial owner of any Global Note who requests that its beneficial interests therein be issued as a Physical Note. The Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (ii) above, a Physical Note to such beneficial owner in a principal amount equal to the principal amount of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i)(a) or (i)(b) above, Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled. Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.05(d) 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. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered. Notwithstanding anything to the contrary in the Indenture or the Notes, following an Event of Default, any holder of a beneficial interest in a Global Note may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such Holder’s right to exchange such beneficial interest for a Physical Note in accordance with the provisions of the Indenture.