Common use of Global Note Provisions Clause in Contracts

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 and Exhibit A hereto. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC the Common Depositary as nominee for Euroclear or the nominee of DTCClearstream, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 and Exhibit A hereto. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members of, or participants in, DTC Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC Euroclear or Clearstream or by the Note Custodian, and DTC Euroclear or Clearstream may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC Euroclear or Clearstream or (ii) impair, as between DTC Euroclear or Clearstream and its Agent Members, the operation of customary practices of DTC Euroclear or Clearstream governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTCEuroclear or Clearstream, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC Euroclear or Clearstream ceases to be a clearing agency registered under the Exchange Act, at a time when DTC Euroclear or Clearstream is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, the Trustee shall authenticate and deliver to each beneficial owner identified by DTC Euroclear or Clearstream in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) The Notes will be issued in the form of one or more permanent Global Notes. Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice; (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable; or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c2.6(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global NoteDTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in exchange for such beneficial interests.the following limited circumstances: (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice; (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable; or (iii) an Event of Default has occurred and is continuing with respect to the Notes. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (B) DTC ceases to be a clearing agency registered under the Exchange Act, Act at a time when DTC is required to be so registered in order to act as depositary, (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable, or (iii) a Default or Event of Default has occurred and in each case is continuing and the Registrar has received a successor depositary is not appointed by the Issuer within 90 days of such noticerequest from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, and the Registrar Company shall register execute, and the Trustee shall authenticate and deliver to the exchanging Holder, a new Certificated Note representing the principal amount not so exchanged unless such exchanges in the Note Register. (ii) The owner of principal amount is to be exchanged for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued2.8(d).

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and on Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if only if: (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 120 days of such notice, (B) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable, or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchanged, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable ProceduresNote, the Issuer Trustee shall promptly cancel such Certificated Note, and the Company shall execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery deliver to such beneficial ownerthe exchanging Holder, a new Certificated Notes in a Note representing the principal amount equal to such beneficial interest in such Global Notenot so exchanged. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: shall (i) be registered in the name of DTC or the nominee of DTC, DTC and (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. Any Global Note A. The Notes may be represented by one or more certificatesGlobal Notes. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note CustodianPaying Agent, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the IssuerCompany, any Note the Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer that it is unwilling or unable to continue DTC, as depositary for such the Global Note Notes, has discontinued providing its services as a securities depositary and the Company fails to appoint a successor within 90 days of notice of the foregoing or (B) if DTC or any successor depositary ceases to be a clearing agency registered under the Exchange Act, at a time when DTC or such successor depositary is required to be so registered in order to act as depositary, depositary and in each case a successor depositary securities clearing system with respect to such Global Note is not appointed by the Issuer Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing with respect to the Notes of such series and the Registrar has received a written request from the Holder of the Global Note. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC the Depositary for such Global Note in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of the same series in authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable ProceduresNote, the Issuer Trustee shall promptly cancel such Certificated Note, and the Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and make available for delivery deliver to such beneficial ownerthe exchanging Holder, a new Certificated Notes in a Note representing the principal amount equal to such beneficial interest in such Global Notenot so exchanged. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar each Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar any Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC for the issuance of Certificated Notes. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c2.6(c)(ii)(B), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interestsNotes. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable, or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive a Certificated Notes Note in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon . (A) Upon receipt by the Note Custodian and Registrar of instructions from Agent Members through DTC on behalf the Holder of a Global Note directing the Note Custodian and Registrar to (x) issue one or more Certificated Notes in the amounts specified to the owner of a beneficial interest in a such Global Note directing the Registrar and (y) debit or cause to exchange such beneficial owner’s be debited an equivalent amount of beneficial interest in such Global Note for Certificated NotesNote, subject to the rules and procedures of DTC: (i) the Note Custodian and Registrar shall notify the Issuer and the Trustee of such instructions, identifying the owner and amount of such beneficial interest in accordance with the Applicable Procedures, such Global Note; (ii) the Issuer shall promptly execute, and upon Issuer Order, Order the Trustee shall authenticate and make available for delivery deliver, to such beneficial owner, owner Certificated Notes Note(s) in a principal an equivalent amount equal to such beneficial interest in such Global Note.; and (iii) If the Note Custodian and Registrar shall decrease such Global Note by such amount in accordance with the foregoing. (AB) an In the event described in clause (i) of Section 2.7(c) occurs and that the Certificated Notes are not issued to each such beneficial owner promptly to all beneficial owners or (B) after the Registrar receives has received a request from the Holder of a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Global Note to issue such Certificated Notes are not issued promptly to any such beneficial ownerNotes, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereofor Section 6.7, the right of any beneficial owner holder of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial ownerholder’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: shall (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and Exhibit A hereto. Any Global Note may be represented by one or more certificates. A. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note CustodianRegistrar, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC (or by the Note Custodian) under such Global Note, and DTC may be treated by the IssuerGrupo Aval Limited, any Note GuarantorGrupo Aval, the Trustee, the Paying AgentRegistrar, the Paying Agents and the Transfer Agent, the Note Custodian, the Registrar Agents and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerGrupo Aval Limited, Grupo Aval, the Trustee, the Paying AgentRegistrar, the Paying Agents and the Transfer Agent, the Note Custodian, the Registrar Agents or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC DTC, or (ii) shall impair, as between DTC and its respective Agent Members, the operation of their respective customary practices of DTC rules and procedures governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in exchange for such beneficial interests.the following circumstances: (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Grupo Aval Limited that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Grupo Aval Limited within 90 days of such notice; (ii) any of the Notes has become immediately due and payable as a result of the occurrence and continuance of an Event of Default; or (iii) Grupo Aval Limited, in its sole discretion, executes and delivers to the Trustee and the Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Grupo Aval Limited shall execute, and upon Issuer Order, a Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified in writing by DTC DTC, in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note RegisterAuthorized Denominations. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) The Notes will be issued in the form of one or more permanent Global Notes. Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice; (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable; or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c2.6(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be duly executed by the Company in the manner set forth in Section 2.02, (ii) be authenticated by the Trustee in the manner set forth in Section 2.02 hereof, (iii) be deposited with the Trustee, at its Corporate Trust Office, as Note Custodian, (iv) be registered in the name of DTC or the Cede, as nominee of DTCthe Depositary, (ii) be delivered for credit to the Note Custodian respective accounts of the Initial Purchasers for the Notes at the Depositary or such other accounts as they may direct and (iiiv) bear the appropriate legends legend(s), as provided in Section 2.06 and set forth in Section 2.8 and Exhibit A hereto. Any Global Note may be represented by one or more certificates. Appendix A. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Note Custodian, or the Depositary, or its nominee, as provided in this Indenturethe case may be, as hereinafter provided. (b) Except as provided in clause (iii) of Section 2.7(c), Neither any members of, or participants in, DTC the Depositary (“"Agent Members”) shall "), nor any other person on whose behalf Agent Members may act (including Euroclear and Clearstream Luxembourg and participants and account holders therein), have no any rights under this Indenture Agreement with respect to any Global Note held on their behalf by DTC the Depositary or by the Note Custodianany nominee thereof, or under any such Global Note, and DTC the Depositary or such nominee may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar Trustee and any agent of their respective agents the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent in this Agreement prevents the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar Trustee or any agent of their respective agents the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or (ii) such nominee or impair, as between DTC and the Depositary, its Agent MembersMembers and any other person on whose behalf the Agent Member may act, the operation of customary practices of DTC governing the exercise of the rights of a holder of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)2.07(c) below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated certificated Notes in exchange for such beneficial interests. registered form without interest coupons (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice"Definitive Notes"). In connection with the exchange of an entire Global Note for Certificated Definitive Notes pursuant to this clause (i) of this Section 2.7(c2.07(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Definitive Notes of authorized denominations. The Definitive Notes shall be substantially of the tenor and purport as set forth in Appendix B and having such letters, numbers or other marks of identification or designation and the Registrar shall register such exchanges in the Note Register. (ii) The owner legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of a beneficial interest in a Global Note will any securities exchange or to conform to usage or as may be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt determined consistently herewith by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange officers executing such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and as evidenced by their execution. The Definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in accordance with any other manner permitted by the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right rules of any Holder to pursue a remedy pursuant to Section 6.6 hereofsecurities exchange, all as may be determined by the right of any beneficial owner of Notes to pursue such remedy with respect to officers executing the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issuedNotes.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c2.6(c)(iii), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the IssuerCompany, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, DTC or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or obligation to any beneficial owner in a Global Note, an Agent Member or other Person with respect to the accuracy of the records of DTC or other depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than DTC or other depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be DTC or other depositary or its nominee in the case of a Global Note). The rights of beneficial owners in a Global Note shall be exercised only through DTC or other depositary subject to the Applicable Procedures. The Trustee, the Paying Agent and the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by DTC or other depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and the Registrar shall be entitled to deal with DTC or other depositary, and any nominee thereof, that is the registered Holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal of, premium (including Additional Amounts), if any, and interest on the Notes and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole Holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of DTC or other depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between DTC or other depositary and any Agent Member or between or among DTC or other depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. (c) Except as provided below in this Section 2.7(c2.6(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such holder. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c2.6(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such holder. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer Company shall promptly execute, and upon Issuer Order, Company Order the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (Ax) an event described in clause (iSection 2.6(c)(i)(A) of or Section 2.7(c2.6(c)(i)(B) occurs and Certificated Notes are not issued promptly to all beneficial owners or (By) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c2.6(c)(ii) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof6.6, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, in the case of Dollar Notes, and the Common Depositary, in the case of Euro Notes, or their respective nominee, as applicable, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 2.8, Exhibit A, in the case of Dollar Notes, and Exhibit A heretoB, in the case of Euro Notes. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, in the case of Dollar Notes, and Euroclear or Clearstream, in the case of Euro Notes or by the Note Custodian, and DTC DTC, Euroclear or Clearstream may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC DTC, in the case of Dollar Notes, and Euroclear or Clearstream, in the case of Euro Notes, or (ii) impair, as between DTC and its Agent MembersMembers or Euroclear or Clearstream, the operation of customary practices of DTC DTC, Euroclear or Clearstream governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, in the case of Dollar Notes, and Euroclear or its Clearstream, in the case of Euro Notes, or their respective nominee, Agent Members Members, in the case of DTC, and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC DTC, in the case of Dollar Notes, or Euroclear or Clearstream, in the case of Euro Notes, notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC DTC, Euroclear or Clearstream ceases to be a clearing agency registered under the Exchange Act, at a time when DTC DTC, Euroclear or Clearstream is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver to each beneficial owner identified by DTC DTC, in the case of Dollar Notes, or Euroclear or Clearstream, in the case of Euro Notes, in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, Order the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable ProceduresNote, the Issuer Trustee shall promptly cancel such Certificated Note, and the Company shall execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery deliver to such beneficial ownerthe exchanging Holder, a new Certificated Notes in a Note representing the principal amount equal to such beneficial interest in such Global Notenot so exchanged. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and 2.7 and, in the case of the Long Term Notes, Exhibit A heretoA-1, in case of the Medium Term Notes, Exhibit A-2, and, in the case of the Subordinated Notes, Exhibit A-3. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agents and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agents or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Co-Registrar has received a request from DTC to issue Certificated Notes to owners of beneficial interests in a Global Note in exchange for such interests. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable ProceduresNote, the Issuer Trustee shall promptly cancel such Certificated Note, and the Company shall execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery deliver to such beneficial ownerthe exchanging Holder, a new Certificated Notes in a Note representing the principal amount equal to such beneficial interest in such Global Notenot so exchanged. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, and the Registrar Company shall register execute, and the Trustee shall authenticate and deliver to the exchanging Holder, a new Certificated Note representing the principal amount not so exchanged unless such exchanges in the Note Register. (ii) The owner of principal amount is to be exchanged for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued2.8(d).

Global Note Provisions. ‌ (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.08 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note CustodianIndenture Trustee, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note Guarantor, the Indenture Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar each Indenture Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Indenture Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar any Indenture Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated certificated Notes. Global Notes shall be exchangeable for certificated Notes only in exchange for such beneficial interests.the following circumstances:‌ (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (Aa) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note and DTC fails to appoint a successor depositary or (Bb) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required ; (ii) the Issuer executes and delivers to the Indenture Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so registered exchangeable; or (iii) an Indenture Event of Default has occurred and is continuing with respect to the Notes. In addition, beneficial interests in order a Global Note may be exchanged for certificated Notes upon prior written notice given to act as depositary, and the Indenture Trustee by or on behalf of DTC in each case a successor depositary is not appointed by the Issuer within 90 days of such noticeaccordance with this Indenture. In connection with the exchange of an entire Global Note for Certificated certificated Notes pursuant to this clause (i) of this Section 2.7(c2.07(c), such Global Note shall be deemed to be surrendered to the Indenture Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, Order the Indenture Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorBank, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerBank, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global NoteDTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in exchange for such beneficial interests.the following limited circumstances: (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Bank that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Bank within 90 days of such notice; (ii) the Bank executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable; or (iii) an Event of Default has occurred and is continuing with respect to the Notes. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Bank shall execute, and upon Issuer Order, Bank Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. | (a) Each Global Registered Note initially shall: shall (i) be registered in the name of DTC or the nominee of DTC, DTC and (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A heretoor Exhibit B, as applicable. Any Global Note The Notes may be represented by one or more certificatesGlobal Registered Notes. The aggregate principal amount of each Global Registered Note may from time to time be increased or decreased by adjustments made on the records of the Note CustodianPaying Agent, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Registered Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the IssuerCompany, any Note the Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner and Holder of such Global Registered Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Registered Note. The registered Holder of a Global Registered Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Registered Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes of the same series shall be issued to all owners of beneficial interests in a Global Registered Note of such series in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer that it is unwilling or unable to continue DTC, as depositary for such the Global Note Registered Notes, has discontinued providing its services as a securities depositary and the Company fails to appoint a successor within 90 days of notice of the foregoing or (B) if DTC or any successor depositary ceases to be a clearing agency registered under the Exchange Act, at a time when DTC or such successor depositary is required to be so registered in order to act as depositary, depositary and in each case a successor depositary securities clearing system with respect to such Global Registered Note is not appointed by the Issuer Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing with respect to the Notes of such series and the Registrar has received a written request from the Holder of the Global Registered Note. In connection with the exchange of an entire Global Registered Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Registered Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC the Depositary for such Global Registered Note in exchange for its beneficial interest in such Global Registered Note, an equal aggregate principal amount of Certificated Notes of the same series in authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable ProceduresRegistered Note, the Issuer Trustee shall promptly cancel such Certificated Note, and the Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and make available for delivery deliver to such beneficial ownerthe exchanging Holder, a new Certificated Notes in a Note representing the principal amount equal to such beneficial interest in such Global Notenot so exchanged. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Registered Note initially shall: shall (i) be registered in the name of DTC or the nominee of DTC, DTC and (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends legend, as set forth in Section 2.8 SECTION 2.7 and Exhibit A hereto. Any Global Note EXHIBIT A. The Notes may be represented by one or more certificatesGlobal Registered Notes. The aggregate principal amount of each Global Registered Note may from time to time be increased or decreased by adjustments made on the records of the Note CustodianPaying Agent, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Registered Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Registered Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Registered Note. The registered Holder of a Global Registered Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Registered Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Registered Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer that it is unwilling or unable to continue DTC, as depositary for such the Global Note Registered Notes, has discontinued providing its services as a securities depositary and the Company fails to appoint a successor within 90 days of notice of the foregoing or (B) if DTC or any successor depositary ceases to be a clearing agency registered under the Exchange Act, at a time when DTC or such successor depositary is required to be so registered in order to act as depositary, depositary and in each case a successor depositary securities clearing system with respect to such Global Registered Note is not appointed by the Issuer Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Holder of the Global Registered Note. In connection with the exchange of an entire Global Registered Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Registered Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC the Depositary for such Global Registered Note in exchange for its beneficial interest in such Global Registered Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable ProceduresRegistered Note, the Issuer Trustee shall promptly cancel such Certificated Note, and the Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and make available for delivery deliver to such beneficial ownerthe exchanging Holder, a new Certificated Notes in a Note representing the principal amount equal to such beneficial interest in such Global Notenot so exchanged. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: shall (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and Exhibit A hereto. Any Global Note may be represented by one or more certificates. A. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note CustodianRegistrar, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC (or by the Note Custodian) under such Global Note, and DTC may be treated by the IssuerGrupo Aval Limited, any Note GuarantorGrupo Aval, the Trustee, the Paying AgentRegistrar, the Paying Agents and the Transfer Agent, the Note Custodian, the Registrar Agents and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerGrupo Aval Limited, Grupo Aval, the Trustee, the Paying AgentRegistrar, the Paying Agents and the Transfer Agent, the Note Custodian, the Registrar Agents or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC DTC, or (ii) shall impair, as between DTC and its respective Agent Members, the operation of their respective customary practices of DTC rules and procedures governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in exchange for such beneficial interests.the following circumstances: ​ ​ (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Grupo Aval Limited that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Grupo Aval Limited within 90 days of such notice; (ii) any of the Notes has become immediately due and payable as a result of the occurrence and continuance of an Event of Default; or (iii) Grupo Aval Limited, in its sole discretion, executes and delivers to the Trustee and the Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Grupo Aval Limited shall execute, and upon Issuer Order, a Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified in writing by DTC DTC, in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note RegisterAuthorized Denominations. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC Euroclear or Clearstream or the nominee of DTCEuroclear or Clearstream, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members of, or participants in, DTC Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC Euroclear or Clearstream or by the Note Custodian, and DTC Euroclear or Clearstream may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC Euroclear or Clearstream or (ii) impair, as between DTC Euroclear or Clearstream and its Agent Members, the operation of customary practices of DTC Euroclear or Clearstream governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, Euroclear or Clearstream or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC Euroclear or Clearstream ceases to be a clearing agency registered under the Exchange Act, at a time when DTC Euroclear or Clearstream is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such Holder. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver to each beneficial owner identified by DTC Euroclear or Clearstream in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such holder. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, Order the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 2.8, and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC DTC, or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legend, as set forth in Section ‎Section 2.8 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global NoteDTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in exchange for such beneficial interests.the following limited circumstances: (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice; (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable; or (iii) an Event of Default has occurred and is continuing with respect to the Notes. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section ‎Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 2.3(a) and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c2.2(c)(iii), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the IssuerCompany, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Security Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Security Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c2.2(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c2.2(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Corporation Order the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Security Registrar shall register such exchanges in the Note Security Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Security Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Security Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer Company shall promptly execute, and upon Issuer Corporation Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (Ax) an event described in clause (i) of Section 2.7(c2.2(c)(i) occurs and Certificated Notes are not issued promptly to all beneficial owners or (By) the Security Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c2.2(c)(ii) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 6.4 of the Indenture hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued. (d) Neither the Company nor the Trustee shall have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Notes regarding accuracy of any records maintained by DTC or DTC participants, the payments by DTC or DTC participants of any amount in respect of principal, redemption price or interest on the Notes, any notice which is permitted or required to be given to or by Holders hereunder (except such notice as is required to be given by the Company to the Trustee or to DTC), or any consent given or other action taken by DTC as a Holder.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, in the case of Dollar Notes, and the Common Depositary, in the case of Euro Notes, or their respective nominee, as applicable, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 and 2.8, Exhibit A hereto, in the case of Dollar Notes, and Exhibit B hereto, in the case of Euro Notes. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members of, or participants in, DTC DTC, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, in the case of Dollar Notes, and Euroclear or Clearstream, in the case of Euro Notes, or by the Note Custodian, and DTC DTC, Euroclear or Clearstream may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC DTC, in the case of Dollar Notes, and Euroclear or Clearstream, in the case of Euro Notes, or (ii) impair, as between DTC and its Agent MembersMembers or Euroclear or Clearstream, the operation of customary practices of DTC DTC, Euroclear or Clearstream governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, in the case of Dollar Notes, and Euroclear or its nomineeClearstream, in the case of Euro Notes, or their respective nominees, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC DTC, in the case of Dollar Notes, or Euroclear or Clearstream, in the case of Euro Notes, notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC DTC, Euroclear or Clearstream ceases to be a clearing agency registered under the Exchange Act, at a time when DTC DTC, Euroclear or Clearstream is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, the Trustee shall authenticate and deliver to each beneficial owner identified by DTC DTC, in the case of Dollar Notes, or Euroclear or Clearstream, in the case of Euro Notes, in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i‎(i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section ‎Section 2.8 and Exhibit A hereto. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section ‎ ‎Section 2.7(c), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i‎(i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section ‎ ‎Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section ‎ ‎Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section ‎ ‎Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section ‎ ‎Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section ‎Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered by the Trustee to DTC or held by the Note Custodian as custodian for DTC pursuant to DTC’s instructions; and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and Exhibit A heretoA-1 or Exhibit A-2. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note CustodianTrustee, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Note CustodianCustodian under such Global Note, and DTC the Depositary may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar each Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar any Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or (ii) impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global NoteBeneficial Owner. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)2.7, owners of beneficial interests Beneficial Owner in Global Notes will shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in exchange for such beneficial interests.the following circumstances: (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice; or (ii) the Company executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver to each beneficial owner Beneficial Owner identified by DTC the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner Interest payable in kind on the Notes in respect of a beneficial payment of interest in a kind pursuant to the terms of paragraph 1 on the reverse of such Notes shall be reflected by the Trustee on each Global Note will be entitled to receive Certificated Notes as an increase in exchange for such interest if an Event the principal amount of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to recorded on the Trustee’s records and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in schedule of increases or decreases on each such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 and Exhibit A hereto. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.07 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the Schedule of Increases and Decreases in Global Note attached to such Global Note (the form of which is attached hereto) and on the records of the Note Custodian, as provided in this Indenture. (b) Ownership of beneficial interests in each Global Note will be limited to members of, or participants in, DTC (“DTC Participants”) or persons who hold interests through DTC participants (including Euroclear and Clearstream). Under procedures established by DTC: (1) upon deposit of each Global Note with DTC’s custodian, DTC will credit portions of the principal amount of the Global Note to the accounts of the DTC Participants designated by the Holders; and (2) ownership of beneficial interests in each Global Note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to other owners of beneficial interests in the Global Note). (c) Except as provided in clause (iii) of Section 2.7(c2.07(d), members of, or participants in, DTC (“Agent Members”) Participants shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, and the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or and any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent MembersDTC Participants, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members DTC Participants and persons Persons that may hold interests through Agent MembersDTC Participants, to take any action that a Holder is entitled to take under this Indenture or the Notes. (cd) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i1) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be registered as a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i1) of this Section 2.7(c2.7(d), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, an Authentication Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii2) If (A) an event described in clause (i1) of Section 2.7(c2.07(d) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial ownerowners, the Issuer Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 5.03 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued. (e) In connection with any proposed transfer outside of a book-entry system, there shall be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Global Note Provisions. (a) Each Global Registered Note initially shall: shall (i) be registered in the name of DTC or the nominee of DTC, DTC and (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. Any Global Note A. The Notes may be represented by one or more certificatesGlobal Registered Notes. The aggregate principal amount of each Global Registered Note may from time to time be increased or decreased by adjustments made on the records of the Note CustodianPaying Agent, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Registered Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Registered Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Registered Note. The registered Holder of a Global Registered Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Registered Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Registered Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer that it is unwilling or unable to continue DTC, as depositary for such the Global Note Registered Notes, has discontinued providing its services as a securities depositary and the Company fails to appoint a successor within 90 days of notice of the foregoing or (B) if DTC or any successor depositary ceases to be he a clearing agency registered under the Exchange Act, at a time when DTC or such successor depositary is required to be so registered in order to act as depositary, depositary and in each case a successor depositary securities clearing system with respect to such Global Registered Note is not appointed by the Issuer Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from the Holder of the Global Registered Note. In connection with the exchange of an entire Global Registered Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Registered Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC the Depositary for such Global Registered Note in exchange for its beneficial interest in such Global Registered Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable ProceduresRegistered Note, the Issuer Trustee shall promptly cancel such Certificated Note, and the Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and make available for delivery deliver to such beneficial ownerthe exchanging Holder, a new Certificated Notes in a Note representing the principal amount equal to such beneficial interest in such Global Notenot so exchanged. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorIssuers, the Trustee, Trustee and the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerIssuers, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, DTC or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes of the relevant series shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case case, a successor depositary is not appointed by the Issuer Issuers within 90 days of such notice, (ii) Each Issuer executes and delivers to the Trustee and the Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Notes of the relevant series and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Issuers shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each The Global Note initially shall: (i) be deposited with the Common Depositary and registered in the name of DTC the Common Depositary or its nominee for the nominee accounts of DTCEuroclear and Clearstream, and (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount Trustee will act as custodian of each Global Note may from time for the Common Depositary or appoint a sub-custodian to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided act in this Indenturesuch capacity. (b) Except as provided in clause (iii) of Section 2.7(c), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents So long as the absolute Common Depositary or its nominee is the registered owner of such the Global Note Note, it shall be considered the registered holder of the Notes represented thereby for all purposes whatsoever. Notwithstanding hereunder and under the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder None of a the Company, the Subsdidiary Guarantors, the Trustee or any Paying Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by Euroclear and Clearstream on account of beneficial interests in the Global Note. Interests in the Global Note may grant proxies shall be transferred on the book-entry settlement system of Euroclear and otherwise authorize any personClearstream in compliance with the rules and procedures of Euroclear and/or Clearstream and their respective direct or indirect participants, including DTC, or its nominee, Agent Members in each case to the extent applicable to such transaction and persons that may hold interests through Agent Members, in effect from time to take any action that a Holder is entitled to take under this Indenture or the Notestime. (c) Except as provided in this Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests.If (i) Certificated Notes shall be issued the Common Depositary or any successor to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer that it Common Depositary is at any time unwilling or unable to continue as a depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register.days; (ii) The owner either Euroclear or Clearstream, or a successor clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to permanently cease business or does in fact do so; or (iii) any of the Notes has become immediately due and payable in accordance with Section 6.1 and the Company has received a beneficial interest written request from a Holder, the Company and the Subsidiary Guarantors will issue individual Certificated Notes in registered form for the Global Note. Upon receipt of such notice from the Common Depositary or the Trustee, as the case may be, the Company and the Subsidiary Guarantors will use their best efforts to make arrangements with the Common Depositary for the exchange of interests in the Global Note for individual Certificated Notes and cause the requested individual Certificated Notes to be executed and delivered to the Registrar in sufficient quantities and authenticated by the Registrar for delivery to Holders. Persons exchanging interests in a Global Note for individual Certificated Notes will be entitled required to receive provide the Registrar, through the relevant clearing system, with written instruction and other information required by the Company and the Registrar to complete, execute and deliver such individual Certificated Notes. In all cases, individual Certificated Notes delivered in exchange for such interest if an Event of Default has occurred any Global Note or beneficial interests therein will be registered in the names, and is continuingissued in any approved denominations, requested by the relevant clearing system. Individual certified Notes will not be eligible for clearing and settlement through Euroclear or Clearstream. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (Ax) an event described in clause (i) and (ii) of this Section 2.7(c2.6(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (By) the Registrar receives from a beneficial owner the instructions described in clause (iiiii) of this Section 2.7(c2.6(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c2.6(c)(3), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the IssuerCompany, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, DTC or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or obligation to any beneficial owner in a Global Note, an Agent Member or other Person with respect to the accuracy of the records of DTC or other depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than DTC or other depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be DTC or other depositary or its nominee in the case of a Global Note). The rights of beneficial owners in a Global Note shall be exercised only through DTC or other depositary subject to the Applicable Procedures. The Trustee, the Paying Agent and the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by DTC or other depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and the Registrar shall be entitled to deal with DTC or other depositary, and any nominee thereof, that is the registered Holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal of, premium, if any, and interest on the Notes and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole Holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of DTC or other depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between DTC or other depositary and any Agent Member or between or among DTC or other depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. (c) Except as provided below in this Section 2.7(c2.6(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i1) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such noticenotice; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such holder. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i1) of this Section 2.7(c2.6(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii2) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuingcontinuing; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such holder. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer Company shall promptly execute, and upon Issuer Order, Company Order the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii3) If (Ax) an event described in clause (iSection 2.6(c)(1)(A) of or Section 2.7(c2.6(c)(1)(B) occurs and Certificated Notes are not issued promptly to all beneficial owners or (By) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c2.6(c)(2) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof6.6, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as to the extent provided in clause (iii) of Section 2.7(c2.6(c), members of, or participants Participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. . The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream Luxembourg, as amended, or any successor publications thereto, shall be applicable to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream Luxembourg. (c) Except as provided in this Section 2.7(c)2.6, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company, at its option, executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from a Holder of the Global Notes. In connection with the any exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, DTC or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such Holder. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such holder. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, Order the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC the Depositary or the nominee of DTC, the Depositary; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Note CustodianCustodian under such Global Note, and DTC the Depositary or its nominee may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar each Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar any Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or (ii) impair, as between DTC the Depositary and its Agent Members, the operation of the customary practices procedures of DTC the Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in exchange for such beneficial interests.the following limited circumstances: (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC the Depositary notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC the Depositary ceases to be a clearing agency registered under the Exchange Act, at a time when DTC the Depositary is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 ninety (90) days of such notice; (ii) any of the Notes has become immediately due and payable in accordance with Section 6.2 of this Indenture; or (iii) the Company, in its sole discretion, executes and delivers to the Trustee and the Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: shall (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.07 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Definitive Notes. Definitive Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 120 days of such notice; (ii) the Company executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable; or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Definitive Notes pursuant to this clause subsection (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Definitive Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTCbearer form, (ii) be delivered to the Global Note Custodian Depositary and Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Global Note Depositary and Custodian, as provided in this Indenture. Transfers of any Global Note shall be limited to transfers of such Global Note in whole, but not in part. The Issuers and the Global Note Depositary and Custodian have agreed that Global Notes shall only be delivered as permitted under the Deposit and Custody Agreement. Transfer of a Global Note shall be by delivery. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Global Note Depositary and Custodian, and DTC the Global Note Depositary and Custodian may be treated by the Issuer, any Note GuarantorIssuers, the Trustee, Trustee and the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerIssuers, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC the Global Note Depositary and Custodian or (ii) impair, as between DTC and its Agent Members, subject to the provisions of the Deposit and Custody Agreement and the Global Receipts, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Subject to the provisions of the Deposit and Custody Agreement and the Global Receipts, the Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, DTC or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes of the relevant series shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if Global Note if: (Ai) DTC notifies the Issuer Issuers or the Global Note Depositary and Custodian that it is unwilling or unable to continue as depositary for the Global Receipt in respect of such Global Note Note, and a successor depositary is not appointed by the Issuers within 90 days of such notice or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, (ii) an Event of Default has occurred and is continuing with respect to the Notes of the relevant series and the Registrar has received a request from the owner of a Global Receipt, or (iii) the Global Note Depositary and in each case Custodian notifies the Issuers that it is unwilling or unable to continue as Global Note Depositary and Custodian and the Issuers fail to appoint a successor depositary is not appointed Global Note Depositary and Custodian within the time period specified in the Deposit and Custody Agreement and to the extent then required by the Issuer within 90 days rules and procedures of DTC, DTC has received a request from an Agent Member that any of the Notes represented by such noticeGlobal Receipts be exchanged for Certificated Notes. In the event that the Issuers issue Certificated Notes pursuant to clause (ii) above, the Issuers will provide such Certificated Notes to each owner of a Global Receipt in respect of the Global Notes. In such case, the Issuers will provide such Certificated Notes free of charge. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Issuers shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver either (i) two or more Certificated Notes to be deposited with DTC in exchange for the Global Receipt held by DTC representing such Global Note, whereupon all outstanding Book-Entry Interests relating to such Global Receipt will represent interests in such Certificated Notes or (ii) an equal aggregate principal amount of Certificated Notes, of authorized denominations in such names of beneficial owners and denominations as specified by DTC, in exchange for and cancellation of the Global Receipt held by DTC representing such Global Note, to each beneficial owner identified by DTC in exchange for its beneficial interest in the Global Receipt representing such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global NoteDTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in exchange for such beneficial interests.the following limited circumstances: (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice; (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable; or (iii) an Event of Default has occurred and is continuing with respect to the Notes. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as to the extent provided in clause (iii) of Section 2.7(c2.6(c), members of, or participants Participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream Luxembourg, as amended, or any successor publications thereto, shall be applicable to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream Luxembourg. (c) Except as provided in this Section 2.7(c)2.6, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company, at its option, executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from a Holder of the Global Notes. In connection with the any exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, and the Registrar Company shall register execute, and the Trustee shall authenticate and deliver to the exchanging Holder, a new Certificated Note representing the principal amount not so exchanged unless such exchanges in the Note Register. (ii) The owner of principal amount is to be exchanged for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued2.8(d).

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC the Depository or the nominee of DTCthe Depository, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Note CustodianCustodian under such Global Note, and DTC the Depository may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or (ii) impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC the Depository governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)2.8 and below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC the Depository notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC the Depository ceases to be a clearing agency registered under the Exchange Act, at a time when DTC the Depository is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, or (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause subsection (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC the Depository in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable ProceduresNote, the Issuer Trustee shall promptly cancel such Certificated Note, and the Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and make available for delivery deliver, to such beneficial owner, the exchanging Holder a new Certificated Notes in a Note representing the principal amount equal to such beneficial interest in such Global Notenot so exchanged. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorIssuers, the Trustee, Trustee and the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerIssuers, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, DTC or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, Act at a time when DTC is required to be so registered in order to act as depositary, and in each case case, a successor depositary is not appointed by the Issuer Issuers within 90 days of such notice, (ii) Each Issuer executes and delivers to the Trustee and the Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Issuers shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC the Depositary or the nominee of DTCthe Depositary, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC Euroclear or Clearstream Luxembourg (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Note CustodianCustodian under such Global Note, and DTC the Depositary may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoeverwhatsoever (except with respect to determination of Additional Amounts). Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or (ii) impair, as between DTC Euroclear or Clearstream Luxembourg and its Agent Members, the operation of customary practices of DTC such clearing system governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC Euroclear or Clearstream Luxembourg notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositaryNote, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In the event of the occurrence of the events specified in Section 2.6(c), the Company will promptly make available to the Trustee a beneficial interest in a Global Note will be entitled to receive Certificated reasonable supply of certificated Notes in exchange for such definitive, fully registered form without interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Notecoupons. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c2.6(c)(iii), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the IssuerCompany, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, DTC or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or obligation to any beneficial owner in a Global Note, an Agent Member or other Person with respect to the accuracy of the records of DTC or other depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than DTC or other depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be DTC or other depositary or its nominee in the case of a Global Note). The rights of beneficial owners in a Global Note shall be exercised only through DTC or other depositary subject to the Applicable Procedures. The Trustee, the Paying Agent and the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by DTC or other depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and the Registrar shall be entitled to deal with DTC or other depositary, and any nominee thereof, that is the registered Holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal of, premium (including Additional Amounts), if any, and interest (including Additional Interest, if any) on the Notes and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole Holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of DTC or other depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between DTC or other depositary and any Agent Member or between or among DTC or other depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. (c) Except as provided below in this Section 2.7(c2.6(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such holder. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c2.6(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing; provided, however, that in no event shall a holder of a beneficial interest in a Regulation S Temporary Global Note receive Certificated Notes in exchange for such beneficial interest prior to the expiration of the Distribution Compliance Period therefor and receipt by the Registrar of a Non-U.S. Beneficial Ownership Certification with respect to such holder. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer Company shall promptly execute, and upon Issuer Order, Company Order the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (Ax) an event described in clause (iSection 2.6(c)(i)(A) of or Section 2.7(c2.6(c)(i)(B) occurs and Certificated Notes are not issued promptly to all beneficial owners or (By) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c2.6(c)(ii) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof6.6, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoeverwhatsoever (except with respect to determination of Additional Amounts). Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In the event of the occurrence of the events specified in Section 2.6(c), the Company will promptly make available to the Trustee a beneficial interest in a Global Note will be entitled to receive Certificated reasonable supply of certificated Notes in exchange for such definitive, fully registered form without interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Notecoupons. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: shall (i) be registered in the name of DTC or the nominee of DTC, DTC and (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A heretoor Exhibit B, as applicable. Any Global Note The Notes may be represented by one or more certificatesGlobal Notes. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note CustodianPaying Agent, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the IssuerCompany, any Note the Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes of the same series shall be issued to all owners of beneficial interests in a Global Note of such series in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer that it is unwilling or unable to continue DTC, as depositary for such the Global Note Notes, has discontinued providing its services as a securities depositary and the Company fails to appoint a successor within 90 days of notice of the foregoing or (B) if DTC or any successor depositary ceases to be a clearing agency registered under the Exchange Act, at a time when DTC or such successor depositary is required to be so registered in order to act as depositary, depositary and in each case a successor depositary securities clearing system with respect to such Global Note is not appointed by the Issuer Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing with respect to the Notes of such series and the Registrar has received a written request from the Holder of the Global Note. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC the Depositary for such Global Note in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of the same series in authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable ProceduresNote, the Issuer Trustee shall promptly cancel such Certificated Note, and the Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and make available for delivery deliver to such beneficial ownerthe exchanging Holder, a new Certificated Notes in a Note representing the principal amount equal to such beneficial interest in such Global Notenot so exchanged. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar each Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar any Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global NoteDTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in exchange for such beneficial interests.the following limited circumstances: (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice; (ii) the Issuer executes and delivers to the Trustee an Officers’ Certificate stating that such Global Note shall be so exchangeable; or (iii) an Event of Default has occurred and is continuing with respect to the Notes. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. None ofthe Issuer, the Trustee, any Agents or any of their respective agents shall be liable for any delay by DTC or any participant or indirect participant in identifying the beneficial owners of the related Notes and each such person may conclusively rely on, and the Registrar shall register such exchanges be protected in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuingrelying on, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. all purposes (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, including with respect to the right registration and delivery, and the respective principal amounts, of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been be issued).

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (B) DTC ceases to be a clearing agency registered under the Exchange Act, Act at a time when DTC is required to be so registered in order to act as depositary, (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable, or (iii) a Default or Event of Default has occurred and in each case is continuing and the Registrar has received a successor depositary is not appointed by the Issuer within 90 days of such noticerequest from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, and the Registrar Company shall register execute, and the Trustee shall authenticate and deliver to the exchanging Holder, a new Certificated Note representing the principal amount not so exchanged unless such exchanges in the Note Register. (ii) The owner of principal amount is to be exchanged for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued2.8(c).

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.10 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar each Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying any Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global NoteDTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in exchange for such beneficial interests.the following limited circumstances: (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice; (ii) the Company executes and delivers to the Trustee an Officers’ Certificate stating that such Global Note shall be so exchangeable; or (iii) an Event of Default has occurred and is continuing with respect to the Notes. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c2.9(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. None of the Company, the Trustee, any Agents or any of their respective agents shall be liable for any delay by DTC or any participant or indirect participant in identifying the beneficial owners of the related Notes and each such person may conclusively rely on, and the Registrar shall register such exchanges be protected in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuingrelying on, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. all purposes (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, including with respect to the right registration and delivery, and the respective principal amounts, of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been be issued).

Global Note Provisions. (a) Each The Company shall cause each Global Note initially shallto: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legend, as set forth in Section 2.8 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global NoteDTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes. Global Notes shall be issued to all owners of beneficial interests exchangeable for Certificated Notes only in a Global Note in exchange for such beneficial interests if the following limited circumstances: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice; (ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable; or (iii) an Event of Default has occurred and is continuing with respect to the Notes. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.2.8

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian and (iii) bear the appropriate legends as set forth in Section 2.8 2.8, and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian, and DTC may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC DTC, or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c), owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order, the Trustee shall authenticate and deliver to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.this

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC the Depository or the nominee of DTCthe Depository, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 ----------- and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. --------- The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC the Depository (“"Agent Members”") ------------- shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Note CustodianCustodian under such Global Note, and DTC the Depository may be treated by the Issuer, any Note GuarantorIssuers, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent and the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerIssuers, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or (ii) impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC the Depository governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)2.8 and below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC the Depository notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC the Depository ceases to be a clearing agency registered under the Exchange Act, at a time when DTC the Depository is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, or (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause subsection (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Issuers shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC the Depository in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (iid) The owner In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable ProceduresNote, the Issuer Trustee shall promptly cancel such Certificated Note, and the Issuers shall execute, and upon Issuer Order, Order the Trustee shall authenticate and make available for delivery deliver, to such beneficial owner, the exchanging Holder a new Certificated Notes in a Note representing the principal amount equal to such beneficial interest in such Global Notenot so exchanged. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 2.7 and Exhibit A hereto. A. Any Global Note may be represented by one or more certificates. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorIssuers, the Trustee, Trustee and the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerIssuers, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, Agent or the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, DTC or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Issuers that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case case, a successor depositary is not appointed by the Issuer Issuers within 90 days of such notice, (ii) Each Issuer executes and delivers to the Trustee and the Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Issuers shall execute, and upon Issuer Order, Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, ; (ii) be delivered to the Note Custodian Custodian; and (iii) bear the appropriate legends legends, as set forth in Section 2.8 and Exhibit A heretoA-1 (with respect to the New 1L Notes), Exhibit A-2 (with respect to the New 2L Notes) or Exhibit A-3 (with respect to the New 3L Notes). Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC or its nominee may be treated by the Issuer, any Note Guarantor, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar each Agent and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Note Custodian, the Registrar any Agent or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of the customary practices procedures of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.Notes.‌ (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will shall not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Certificated Notes. Global Notes shall be issued to all owners of beneficial interests in a Global Note in exchange exchangeable for such beneficial interests Certificated Notes only if (Ai) DTC notifies the Issuer at any time that it is unwilling or unable to continue as depositary for such the Global Note or Notes; (Bii) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, Act and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice. ; or (iii) the Issuer, at its option, notifies the Trustee that the Issuer elects to cause the issuance of Certificated Notes.‌ In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause (i) of this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon receipt of an Issuer Order, Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations, and the Registrar shall register such exchanges in the Note Register. (ii) The owner of a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued.

Global Note Provisions. (a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC, (ii) be delivered to the Note Custodian Custodian, and (iii) bear the appropriate legends legend, as set forth in Section 2.8 3.05 and Exhibit A hereto. A. Any Global Note may be represented by more than one or more certificatescertificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. (b) Except as provided in clause (iii) of Section 2.7(c), members Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note CustodianCustodian under such Global Note, and DTC may be treated by the Issuer, any Note GuarantorCompany, the Trustee, the Paying Agent, the Transfer Agent, Agent and the Note Custodian, the Registrar and any of their respective agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (i) prevent the IssuerCompany, the Trustee, the Paying Agent, the Transfer Agent, Agent or the Note Custodian, the Registrar or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (ii) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including DTC, or its nominee, Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. (c) Except as provided in this Section 2.7(c)below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes in exchange for such beneficial interests. (i) Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such beneficial interests if if: (Ai) DTC notifies the Issuer Company that it is unwilling or unable to continue as depositary for such Global Note or (B) DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee and Note Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing and the Note Registrar has received a request from DTC. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this clause paragraph (i) of this Section 2.7(cc), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer Company shall execute, and upon Issuer Order, Company Order the Trustee shall authenticate and deliver deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations. (d) In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, and the Registrar Company shall register execute, and the Trustee shall authenticate and deliver to the exchanging Holder, a new Certificated Note representing the principal amount not so exchanged unless such exchanges in the Note Register. (ii) The owner of principal amount is to be exchanged for a beneficial interest in a Global Note will be entitled to receive Certificated Notes in exchange for such interest if an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, upon receipt by the Registrar of instructions from Agent Members through DTC on behalf of the owner of a beneficial interest in a Global Note directing the Registrar to exchange such beneficial owner’s beneficial interest in such Global Note for Certificated Notes, subject to and in accordance with the Applicable Procedures, the Issuer shall promptly execute, and upon Issuer Order, the Trustee shall authenticate and make available for delivery to such beneficial owner, Certificated Notes in a principal amount equal to such beneficial interest in such Global Note. (iii) If (A) an event described in clause (i) of Section 2.7(c) occurs and Certificated Notes are not issued promptly to all beneficial owners or (B) the Registrar receives from a beneficial owner the instructions described in clause (ii) of Section 2.7(c) and Certificated Notes are not issued promptly to any such beneficial owner, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.6 hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Certificated Notes had been issued3.06(d).