Common use of Global Securities Clause in Contracts

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to Warrants shall be allowed to be resold in reliance on Rule 144A will be issued initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S Warrant Certificates that will be initially deposited with, or on behalf of, DTC. Global Warrant Certificates may be issued only in the fully registered form of one and in either temporary or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, definitive form. Unless and until it is exchanged in accordance with Section 205, whole or in part for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes Warrant Certificates in definitive form registered in names other than the Depositary or its nominee. The form, a Global Securities described above Warrant Certificate may not be transferred except as a whole by the Depositary DTC to a nominee of the Depositary DTC or by a nominee of the Depositary DTC to the Depositary DTC or another nominee of the Depositary DTC or by DTC or any nominee of DTC to a successor Depositary depositary or any nominee of such successor. So long as DTC, or its nominee, is the registered owner of a Global Warrant Certificate, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Owners Except as specified below with respect to Warrants only, owners of beneficial interests in such a Global Security Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants in definitive form and will not be considered the Holders owners or holders thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name aspect of the Depositary records relating to beneficial interests in a Global Warrant Certificate or its nominee for maintaining, supervising or reviewing any records relating to a successor Depositary or its nominee or except as described belowsuch beneficial interests. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary If at any time DTC notifies the Company that it is unwilling or unable to continue as a Depositary depositary for such Global Security and no successor Depositary shall have been appointed by the Warrants, or if the Company within ninety (90) days of receipt by notifies DTC that it will no longer continue to use DTC as depositary for the Company of such notificationWarrants, or if at any time the Depositary DTC ceases to be a clearing agency registered under the United States Securities Exchange Act at a time when the Depositary is required of 1934, as amended, or otherwise ceases to be so registered eligible to act as be a depositary, the Company shall appoint a successor depositary with respect to the Warrants (and all references to DTC herein shall be deemed to include such Depositary and no successor Depositary shall have been depositary). If a successor depositary for the Warrants is not appointed by the Company within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessationineligibility, (ii) the Company will execute, and the Warrant Agent upon receipt of such executed definitive Warrant Certificates will authenticate and deliver, Warrant Certificates in definitive registered form evidencing an aggregate number of Warrants equal to the aggregate number of Warrants evidenced by the Global Warrant Certificate. The Company may at any time and in its sole discretiondiscretion determine not to have any of the Warrants evidenced by Global Warrant Certificates. In such event, the Company will execute, and subject the Warrant Agent, upon receipt of such executed definitive Warrant Certificates, will authenticate and deliver Warrant Certificates in definitive registered form, in an aggregate amount equal to the procedures aggregate number of Warrants evidenced by such Global Warrant Certificates. Upon the exchange of the DepositaryGlobal Warrant Certificates for Warrant Certificates in definitive registered form, determines that such the Global Security Warrant Certificates shall be so exchangeable, in which case Notes canceled by the Warrant Agent. Warrant Certificates in definitive registered form will be printed and delivered to issued in exchange for the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable Warrant Certificates pursuant to the preceding sentence this section shall be exchangeable for Notes registered in such names as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Depositary Warrant Agent or the Company. The Warrant Agent shall directdeliver such Warrant Certificates in definitive registered form to or as directed by the persons in whose names such definitive registered Warrant Certificates are so registered. All Warrant Certificates in definitive registered form, issued upon the exchange of the Global Warrant Certificates, shall be valid obligations of the Company, evidencing the rights, and entitled to the same benefits under this Agreement, as the Global Warrant Certificates surrendered upon such exchange.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall upon receipt of a Company Order authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold If the Company establishes pursuant to QIBs in transactions not involving a public offering, exempt from registration under Section 301 hereof that the Securities Act, intended of a particular series are to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A a Global Security”), then the Company shall execute and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 205303 hereof, for one authenticate and deliver, a Global Security or more permanent Global Securities which (i) shall represent, and shall be denominated in an aggregate amount equal to the “Regulation S Permanent Global Security”)aggregate principal amount of, in each case all or a part of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under , (iii) shall be delivered by the limited circumstances described below, Notes represented by such Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Security is a Global Securities will not be exchangeable for, Security within the meaning of the Indenture hereinafter referred to and will not otherwise be issuable as, Notes in definitive form is registered in names the name of a Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee. The Global Securities nominee only in the limited circumstances described above may not be transferred except in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Global Security is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any definitive Security is issued in the name of [Cede & Co.] or in such other name as is requested by an authorized representative of the Depositary (and any payment is made to [Cede & Co.] or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, [Cede & Co.], has an interest herein." Notwithstanding the provisions of Section 305 hereof, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 305 hereof, only to the Depositary, another nominee of the Depositary for such series, or to a successor Depositary for such series selected or its nominee. Owners of beneficial interests in such a Global Security will not be considered approved by the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee Company or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the successor Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if If (i) at any time the Depositary for a series of Securities notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation and a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been for such series is not appointed by the Company within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessationcondition, as the case may be or (ii) there shall have occurred and be continuing after any applicable grace periods an Event of Default with respect to the Securities for a series, then in each such case, this Section 311 shall no longer be applicable to the Securities of such series and the Company in its sole discretionwill execute, and subject to Section 305 hereof, the procedures Trustee will authenticate and deliver Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Depositary, determines that Global Securities of such series in exchange for such Global Security Securities. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by Global Securities and that the provisions of this Section 311 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 305 hereof, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Securities of such series in exchange for such Global Securities. Upon the exchange of the Global Securities for such Securities in definitive registered form without coupons, in authorized denominations, the Global Securities shall be so exchangeable, in which case Notes canceled by the Trustee. Such Securities in definitive registered form will be printed and delivered to issued in exchange for the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable Securities pursuant to the preceding sentence this Section 311, shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary, pursuant to the instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver Securities to the Depositary shall directfor delivery to the persons in whose names such Securities are so registered.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof, unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers affected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee or any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged, in whole or in part, for Notes registered Securities, and no transfer of a Global Security, in whole or in part, may be registered in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of the beneficial interests furnished by the Depositary and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, determines that or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary accompanied by registration instructions, the Company shall execute, and the Trustee shall authenticate and deliver, any Securities issuable in definitive form will exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be printed liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary, or . (iiif) an Event The rights of Default has occurred owners of beneficial interests in a Global Security shall be exercised only through the Depositary and is continuing shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (g) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. (i) The Notes offered Global Securities and sold the Transfer Agent’s certificate of authentication thereof shall be in substantially the forms set forth in Exhibit A attached hereto and incorporated herein by this reference, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may be required by applicable law or any rule or regulation pursuant thereto, all as may be determined by the Officers executing such Global Securities, as evidenced by their execution of the Global Securities. Any portion of the text of any Global Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Global Security. (ii) Each Global Security will represent such of the TRA Rights as will be specified therein and each shall provide that it represents the aggregate number of TRA Rights from time to time endorsed thereon and that the aggregate number of TRA Rights represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges thereof. (iii) Except as provided in clause (d) of Section 6.4 below: (1) TRA Rights issued to QIBs in transactions not involving a public offering, exempt reliance upon an exemption from the registration under requirements of the Securities Act, intended to Act may be allowed to be resold in reliance on Rule 144A will be initially issued in the form of represented by one or more Global Securities in definitive, fully registered, global form (collectively, the “Rule 144A Global SecuritySecurities”)) or by Direct Registration Securities; (2) TRA Rights issued to IAIs in reliance upon an exemption from the registration requirements of the Securities Act may be represented by one or more Global Securities in definitive, and fully registered, global form (collectively, the Notes offered and sold “IAI Global Securities”) or by Direct Registration Securities; (3) TRA Rights issued to AIs in offshore transactions reliance upon an exemption from the registration requirements of the Securities Act on the Issue Date shall only be represented by Direct Registration Securities; and (4) TRA Rights issued to non-Persons other than U.S. persons Persons (as defined in Regulation S) in reliance on Regulation S will may be initially issued in the form of represented by one or more temporary Global Securities in fully registered, global form (the “Regulation S Temporary Global Security” and, collectively with the Rule 144A Global Securities and the IAI Global Securities, the “Global Securities”), which will shall be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (which “Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”), or by Direct Registration Securities. (iv) 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 Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Security that are held by participants through Euroclear or Clearstream. (v) The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than shall bear the Depositary or its nomineeGlobal Securities Legend. The Global Securities described above initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, in each case for credit to an account of an Agent Member (as defined below), (ii) be delivered to the Transfer Agent as custodian for such Depositary and (iii) bear the Restricted Securities Legend. (vi) Members of, or direct or indirect participants in, the Depositary (collectively, the “Agent Members”) shall have no rights under this Agreement with respect to any Global Security held on their behalf by the Depositary, or the Transfer Agent as its custodian, or under the Global Securities. The Depositary may be treated by the Company, the Transfer Agent and any agent of the Company or the Transfer Agent as the absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Transfer Agent or any agent of the Company or the Transfer Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any TRA Right. (vii) A Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or its nomineea nominee of such successor Depositary. Owners Interests of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered owners in the name Global Securities may be transferred or exchanged for Direct Registration Securities only in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 6.2(d)(vii) or its nominee or to Section 6.4. In addition, a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only Direct Registration Securities if (ix) the Depositary (1) notifies the Company that it is unwilling or unable to continue as a Depositary depository for such Global Security and no successor Depositary shall have been appointed by the Company within ninety thereupon fails to appoint a successor depository or (902) days of receipt by the Company of such notification, or if at any time the Depositary ceases has ceased to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary or (y) there shall have occurred and be continuing a Material Breach and a request has been appointed made for such exchange; provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company within ninety for Direct Registration Securities prior to (90) days after it becomes aware of such cessation, (iix) the Company expiration of the Restricted Period and (y) the receipt by the Security Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. In all cases, Direct Registration Securities delivered in its sole discretionexchange for any Global Security or beneficial interests therein shall be registered in the names, and subject to the procedures issued in any approved denominations, requested by or on behalf of the DepositaryDepositary in accordance with its customary procedures. (viii) Notwithstanding the foregoing, determines that through the Restricted Period, Regulation S Direct Registration Securities (and interests therein) may not be sold, transferred or otherwise disposed of to a U.S. Person (as defined in Regulation S) or for the account or benefit of a U.S. Person (as defined in Regulation S) unless such sale, transfer or other disposition is made in accordance with the applicable provisions of Section 6.4. (ix) The Holder of any Global Security shall be so exchangeablemay grant proxies and otherwise authorize any Person, in including Agent Members and Persons that may hold interests through Agent Members, to take any action which case Notes in definitive form will be printed and delivered a Holder is entitled to take under this Agreement or the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directTRA Rights.

Global Securities. (a) The Senior Notes offered and sold to QIBs that, in transactions not involving a public offeringaccordance with the Forward Purchase Contract Agreement, exempt from registration under are no longer part of the Securities Act, intended to be allowed to be resold in reliance on Rule 144A Equity Units will be issued initially issued in the form of one or more Global Securities global securities (the “Rule 144A "Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case Securities") registered in the name of the Depositary (which shall be The Depository Trust Company) DTC or its nominee. Except under the limited circumstances described belowbelow or in Section 1.3 above, Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary DTC to a nominee of the Depositary DTC or by a nominee of the Depositary DTC to the Depositary DTC or another nominee of the Depositary DTC or to a successor Depositary Depository or its nominee. . (b) Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary DTC or its nominee or to a successor Depositary Depository or its nominee or except as described below. The rights of Holders owners of beneficial interests in such a Global Security shall be exercised only through the Depositary. DTC. (c) A Global Security shall be exchangeable for Senior Notes registered in the names of persons other than the Depositary DTC or its nominee (including notes issued in definitive form) only if (i) the Depositary DTC notifies the Company that it is unwilling or unable to continue as a Depositary Depository for such Global Security and no successor Depositary Depository shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when the Depositary DTC is required to be so registered to act as such Depositary Depository and no successor Depositary Depository shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such it no longer has any senior debt securities represented by global securities or that it will permit a Global Security shall to be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, exchangeable or (iii) an Event of Default under the Indenture has occurred and is continuing with respect to the Notescontinuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Senior Notes registered in such names as the Depositary DTC shall direct.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above in this Section 3.4(b), the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs in transactions not involving (a) A Board Resolution, a public offering, exempt from registration under supplemental indenture hereto or an Officers' Certificate shall establish whether the Securities Act, intended to of a Series shall be allowed to be resold issued in reliance on Rule 144A will be initially issued whole or in part in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, Depositary for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through or Securities. (b) Notwithstanding any provisions to the Depositary. A contrary contained in Section 2.07 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Notes Securities registered in the names of persons Holders other than the Depositary for such Security or its nominee (including notes issued in definitive form) only if (i) the such Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the such Depositary ceases to be a clearing agency registered under the Exchange Act at Act, and, in either case, the Company fails to appoint a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessationevent, (ii) the Company in its sole discretion, executes and subject delivers to the procedures of Trustee an Officers' Certificate to the Depositary, determines effect that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the NotesSecurities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes Securities registered in such names as and the Depositary shall directdirect in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. Except as provided in this Section 2.13, a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary. (c) Any Global Security issued hereunder shall bear a legend in substantially the following form: "This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary." (d) The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. (e) Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.03, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. (f) Except as provided in Section 2.13(e), the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

Global Securities. The (a) Upon the election of the Holder after the Original Issue Date, which election need not be in writing, the Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above in this Section 3.4(b), the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Senior Notes, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (f) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (g) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold provisions of this Section 305(c) shall apply only to QIBs in transactions not involving a public offering, exempt from registration Global Securities. Each Global Security authenticated under the Securities Act, intended to this Indenture shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by designated for such Global Securities will not be exchangeable forSecurity or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and will not otherwise each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be issuable asexchanged in whole or in part for Securities registered, Notes and no transfer of a Global Security in definitive form registered whole or in names part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its nominee. The sole discretion shall have notified the Depositary by Issuer Order that the Global Securities described above may shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not be transferred except less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners this Section 305(c) above, owners of beneficial interests in such a Global Security will held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under the Indenturethis Indenture and shall have no rights under this Indenture with respect to such Global Security, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the such Depositary or its nominee or to a successor Depositary or its nominee or except may be treated by the Issuer, the Trustee and any agent of any of them as described below. The rights of Holders the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall be exercised only through have any responsibility or liability for the actions taken or not taken by the Depositary. A Notwithstanding the foregoing, the Depositary for any Global Security shall be exchangeable for Notes registered may grant proxies and otherwise authorize any person, including the beneficial owners of interests in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationSecurity, or if at to take any time the Depositary ceases action which a Holder is entitled to be a clearing agency registered take under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing this Indenture with respect to such Global Security. Until the Notes. Any termination of the Restricted Period with respect to Securities of a series, interests in any Regulation S Global Security of such series may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream; provided, however, that is exchangeable pursuant the Trustee shall have no responsibility to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directdetermine compliance with this requirement.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Series 2015A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2015A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2015A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2015A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2015A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2015A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2015A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold to QIBs in transactions not involving (a) Notwithstanding any other provisions of this Indenture or the Securities, transfers of a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons whole or in reliance on Regulation S will part, shall be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, made only in accordance with Section 2052.05 and this Section 2.11. A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor thereof, and no such transfer to any such other Person may be registered; provided that this clause (a) shall not prohibit any transfer of a Security that is issued in exchange for one or more permanent a Global Securities (the “Regulation S Permanent Security but is not itself a Global Security”), in each case . No transfer of a Security to any Person shall be effective under this Indenture unless and until such Security has been registered in the name of such Person. (b) Notwithstanding any other provisions of this Indenture or the Depositary (which Securities, a Global Security shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes exchanged in definitive form whole or in part for a Security registered in names the name of any Person other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary one or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such more nominees thereof, provided that a Global Security will not may be considered the Holders thereof exchanged for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes Securities registered in the names of persons other than any person designated by the Depositary or its nominee (including notes issued in definitive form) only if (i) the event that the Depositary notifies has notified the Company that it is unwilling or unable to continue as a Depositary for such Global Security or such Depositary has ceased to be a "clearing agency" registered under the Exchange Act, and no a successor Depositary shall have been is not appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation90 days, (ii) the Company in its sole discretion, and subject decides to discontinue the procedures use of the system of book-entry transfer through the Depositary (or any successor Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, ) or (iii) an Event of Default has occurred and is continuing with respect to the NotesSecurities. Any Global Security exchanged pursuant to clause (i) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is exchangeable pursuant to registered in the preceding sentence name of a Person other than the Depositary or a nominee thereof shall not be a Global Security. (c) Securities issued in exchange for a Global Security or any portion thereof shall be exchangeable for Notes issued in definitive, fully registered form, without interest coupons, shall have an aggregate Original Principal Amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall directdesignate and shall bear the applicable Legends provided for herein. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee or the Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the Original Principal Amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (d) Subject to the provisions of Section 2.11(f) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members (as defined below) and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. (e) In the event of the occurrence of any of the events specified in Section 2.11(b) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form, without interest coupons. (f) Neither any members of, or participants in, the Depositary (collectively, the "Agent Members") nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security.

Global Securities. The Series A Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be issued initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series A Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Series A Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee upon receipt of a Company Order shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary subject to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests following terms: (a) Interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing deposited with a Note Depositary pursuant to this Section 2.7 shall be exchangeable, except exchanged for another Global Security of like denomination Certificated Securities only if such exchange complies with Section 2.10 and tenor to be registered in the name case of a DTC Global Security, DTC notifies IRSA PC and the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company Trustee that it is unwilling or unable to continue as a Depositary for such Global Security or if at any time DTC ceases to be a “clearing agency” registered under the Exchange Act, and no a successor Depositary shall have been depositary so registered is not appointed by the Company IRSA PC within ninety (90) days of receipt by such notice, in the Company case of such notificationa Euroclear/Clearstream Global Security, or if at any time the Depositary ceases to be through which it is cleared and settled is closed for business for a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety continuous period of fourteen (9014) days after it becomes aware (other than by reason of such cessationholidays, (iistatutory or otherwise) the Company or announces an intention to cease business permanently or does in its sole discretionfact do so, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Series of Securities represented by such Global Security or IRSA PC in its sole discretion notifies the Trustee in writing that is exchangeable Certificated Securities shall be delivered in exchange for such Global Security with respect to the Series of the Securities represented by such Global Security. (b) If interests in any Global Security in whole or, from time to time, in part, are to be exchanged for Securities in the form of Certificated Securities pursuant to the preceding sentence Section 2.10, such Global Security shall be exchangeable for Notes surrendered by the relevant Depositary to the Trustee to be so exchanged, without charge, and the Trustee shall authenticate and deliver, upon such exchange of interests in such Global Security, an equal aggregate principal amount of Certificated Securities. The Certificated Securities exchanged pursuant to this Section 2.7 shall be registered by the Co-Registrar in such names as the relevant Depositary shall directdirect in writing in accordance with its records. Any Certificated Security delivered in exchange for any interest in any Rule 144A Global Security or Regulation S Global Security shall, except as provided by Section 2.10, bear the applicable Restrictive Legend as set forth on the face of the form of the Certificated Securities set forth in Exhibit B hereto. (c) Until exchanged in full, a Global Security of a Series shall in all respects be entitled to the same benefits under this Indenture as Certificated Securities of such Series authenticated and delivered hereunder. (d) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of an interest in a Global Security, a member of, or a participant in, any Depositary or other Person with respect to the accuracy of the records of any Depositary or its nominee or of any participant member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other person (other than the relevant Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the relevant Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the relevant Depositary subject to the applicable rules and procedures of such Depositary. The Trustee and each Agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Global Securities. The Series 2017A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. The Series 2017A Notes will be initially issued pursuant to an exemption or exemptions from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”). Beneficial interests in the Series 2017A Notes offered and sold to “qualified institutional buyers” (as defined in Rule 144A under the 1933 Act) in reliance upon Rule 144A under the 1933 Act shall be represented by one or more separate Global Securities (each, a “Rule 144A Global Note”). Each Rule 144A Global Note shall bear the Rule 144A legend in substantially the form set forth in Exhibit A hereto (the “Rule 144A Legend”). Beneficial interests in the Series 2017A Notes offered and sold to purchasers outside of the United States pursuant to Regulation S under the 1933 Act shall be represented by one or more separate Global Securities (each, a “Regulation S Global Note”) and shall bear the Regulation S legend in substantially the form set forth in Exhibit A hereto (the “Regulation S Legend”). Except under the limited circumstances described below, Series 2017A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2017A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2017A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2017A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2017A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2017A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold (a) In the case of Securities that are not initially issued to QIBs in transactions not involving a public offering, exempt from registration under Financing Trust: (i) the Securities Act, intended to shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities permanent global securities in definitive, fully registered form without interest coupons (the “Rule 144A each, a "Global Security”"). Any Global Security shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, as custodian for the Depositary, and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary for the accounts of participants in the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Global Security may from time to time be increased or decreased by a nominee adjustments made on the records of the Depositary to Trustee and the Depositary or another its nominee as hereinafter provided. This Section 3.12(a) shall apply only to a Global Security deposited with or on behalf of the Depositary; (ii) the Company shall execute and the Trustee shall, in accordance with this Section 3.12(a) and the written order of the Company, authenticate and deliver initially one or more Global Securities that (i) shall be registered in the name of Cede & Co. or other nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Trustee as custodian for the Depositary pursuant to a FAST Balance Certificate Agreement between the Depositary and the Trustee; and (iii) members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Trustee as the custodian of the Depositary or under such Global Security, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to a successor any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its nominee. Owners Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interests interest in any Global Security. (b) In connection with a Dissolution Event with respect to any Financing Trust: (i) the Securities in non book-entry certificated form held by such Financing Trust, or its Institutional Trustee, will be presented to the Trustee by the Institutional Trustee of such Financing Trust in exchange for a Global Security will not be considered in an aggregate principal amount equal to the Holders thereof for any purpose under aggregate principal amount of all outstanding Securities of the Indentureseries issued to such Financing Trust, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary Depositary, or its nominee or nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Regular Trustees of such Financing Trust. The Company upon any such presentation shall execute a successor Depositary Global Security in such aggregate principal amount and deliver the same to the Trustee for authentication and delivery in accordance with this Indenture. Payments on any Securities issued as a Global Security will be made to the Depositary; and (ii) if any Preferred Securities of a Financing Trust are held in non book-entry certificated form, the Securities in non book-entry certificated form held by such Financing Trust, or its nominee or except as described below. The rights of Holders Institutional Trustee, may be presented to the Trustee by the Institutional Trustee of such Global Financing Trust and any Preferred Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names Certificate which represents Preferred Securities of persons such Financing Trust other than Preferred Securities held by the Depositary or its nominee (including notes issued "Non Book-Entry Preferred Securities") will be deemed to represent Securities presented to the Trustee by such Institutional Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Preferred Securities until such Preferred Security Certificates are presented to the Security Registrar for transfer or reissuance at which time such Preferred Security Certificates will be cancelled and a Security, registered in definitive formthe name of the holder of the Preferred Security Certificate or the transferee of the holder of such Preferred Security Certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Preferred Security Certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance with this Indenture. On issue of such Securities, Securities with an equivalent aggregate principal amount that were presented by the Institutional Trustee to the Trustee will be deemed to have been cancelled. (c) A Global Security may be transferred, in whole but not in part, only if to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. (id) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days any series of receipt by the Company of such notification, Securities or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation, and a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been for such series is not appointed by the Company within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessationcondition, (ii) as the case may be, the Company will execute, and, subject to this Article III, the Trustee, upon written notice from the Company, will authenticate and deliver the Securities of such series in its sole discretiondefinitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. In addition, the Company may at any time determine that some or all of the Securities of any series shall no longer be represented by a Global Security. In such event the Company will execute, and subject to Section 3.5, the procedures Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the DepositaryGlobal Security for such series so selected in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, determines that such in authorized denominations, the Global Security shall be so exchangeable, in which case Notes cancelled by the Trustee. Such Securities in definitive registered form will issued in exchange for the Global Security shall be printed registered in such names and delivered in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect for delivery to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered Persons in whose names such names as the Depositary shall directSecurities are so registered.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Guarantor, the Trustee nor any agent of the Company, the Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Series A Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series A Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series A Senior Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series A Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Series A Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Series A Senior Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Series A Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series A Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered (a) A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor thereof, and sold no such transfer to QIBs any such other Person may be registered; provided that the foregoing shall not prohibit any transfer of a Security that is issued in transactions exchange for a Global Security but is not involving itself a public offering, exempt from registration Global Security. No transfer of a Security to any Person shall be effective under this Indenture or the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), unless and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case until such Security has been registered in the name of such Person. Notwithstanding any other provisions of this Indenture or the Depositary Securities, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.06 and this Section 2.12. (b) Subject to the succeeding paragraph, every Security shall be subject to the restrictions on transfer provided in the Legend including the delivery of an opinion of counsel, if so provided. Whenever any Restricted Security is presented or surrendered for registration of transfer or for exchange for a Security registered in a name other than that of the Holder, such Security must be accompanied by a certificate in substantially the form set forth in Exhibit B, dated the date of such surrender and signed by the Holder of such Security, as to compliance with such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Security not so accompanied by a properly completed certificate. (c) The restrictions imposed by the Legend upon the transferability of any Security shall cease and terminate when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Security for exchange to the Registrar in accordance with the provisions of this Section 2.12 (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company and in form acceptable to the Company, to the effect that the transfer of such Security has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Security, of like tenor and aggregate Principal Amount, which shall be not bear the restrictive Legend. The Depository Trust Company) or its nominee. Except Company shall inform the Trustee of the effective date of any registration statement registering the Securities under the limited circumstances described below, Notes represented by such Global Securities will Act. The Trustee shall not be exchangeable forliable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel or registration statement. (d) As used in the preceding two paragraphs of this Section 2.12, and will the term "TRANSFER" encompasses any sale, pledge, transfer, hypothecation or other disposition of any Security. (e) The provisions of clauses (i), (ii), (iii) and(iv) below shall apply only to Global Securities: (i) Notwithstanding any other provisions of this Indenture or the Securities, a Global Security shall not otherwise be issuable as, Notes exchanged in definitive form whole or in part for a Security registered in names the name of any Person other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary one or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such more nominees thereof; provided that a Global Security will not may be considered the Holders thereof exchanged for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes Securities registered in the names of persons other than any person designated by the Depositary or its nominee in the event that (including notes issued in definitive form) only if (ix) the Depositary notifies has notified the Company that it is unwilling or unable to continue as a Depositary for such Global Security or such Depositary has ceased to be a "clearing agency" registered under the Exchange Act, and no a successor Depositary shall have been is not appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation90 days, (iiy) the Company in its sole discretion, and subject has provided the Depositary with written notice that it has decided to the procedures discontinue use of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to system of book-entry transfer through the Depositary, Depositary or any successor Depositary or (iiiz) an Event of Default has occurred and is continuing with respect to the NotesSecurities. Any Global Security exchanged pursuant to clauses (x) or (y) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (z) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is exchangeable pursuant to registered in the preceding sentence name of a Person other than the Depositary or a nominee thereof shall not be a Global Security. (ii) Securities issued in exchange for a Global Security or any portion thereof shall be exchangeable for Notes issued in definitive, fully registered form, without interest coupons, shall have an aggregate Principal Amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall directdesignate and shall bear the applicable legends provided for herein. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the Principal Amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (iii) Subject to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members (as defined below) and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Securities. (iv) In the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the Trustee a reasonable supply of Certificated Securities in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary (collectively, the "AGENT MEMBERS") nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security.

Global Securities. The Notes offered On initial issuance, the Capital Securities shall be issued in the form of one or more Global Securities. An Administrative Trustee on behalf of the Trust shall execute, and sold the Property Trustee shall authenticate and deliver, one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to QIBs in transactions not involving a public offering, exempt from registration under the aggregate liquidation amount of all of the Capital Securities Act, intended to be allowed issued, (ii) shall be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, and (iii) shall be delivered by the Property Trustee to such Depositary or pursuant to such Depositary’s instructions. Global Securities shall bear a legend substantially to the following effect: “This Capital Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the “Depositary”), or a nominee of the Depositary. This Capital Security is exchangeable for Capital Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Capital Security (other than a transfer of this Capital Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be resold registered except in reliance limited circumstances. Unless this Capital Security Certificate is presented by an authorized representative of the Depositary to Xxxxxxx Xxxxx Capital Trust II or its agent for registration of transfer, exchange or payment, and any Capital Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” In the event that Capital Securities in definitive registered form are issued in exchange for all or a part of a Global Security pursuant to this Section 7.12, such Capital Securities shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Capital Securities not represented by a Global Security to the Persons in whose names such definitive Capital Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Capital Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Capital Securities not represented by a Global Security therefor or any Capital Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or increased, as the case may be, and an endorsement shall be made on Rule 144A such Global Securities by the Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee may for all purposes, including the making of payments due on the Capital Securities, deal with the Depositary as the authorized representative of the Holders for the purposes of exercising the rights of Holders hereunder. The rights of the owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Capital Securities in global form with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Capital Securities in excess of those held in the name of the Depositary or its nominee. If at any time the Depositary for any Capital Securities represented by one or more Global Securities notifies the Trust that it is unwilling or unable to continue as Depositary for such Capital Securities or if at any time the Depositary for such Capital Securities shall no longer be eligible under this Section 7.12, the Trust shall appoint a successor Depositary with respect to such Capital Securities. If a successor Depositary for such Capital Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust’s election that such Capital Securities be represented by one or more Global Securities shall no longer be effective and the Trust shall execute, and the Property Trustee will be initially authenticate and deliver, Capital Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Capital Securities representing such Capital Securities in exchange for such Global Security or Capital Securities. The Trust may at any time and in its sole discretion determine that the Capital Securities issued in the form of one or more Global Securities (shall no longer be represented by a Global Security or Capital Securities. In such event the “Rule 144A Global Security”)Trust shall execute, and the Notes offered Property Trustee, shall authenticate and sold deliver, Capital Securities in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeabledefinitive registered form, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”)any authorized denominations, in each case registered in an aggregate liquidation amount equal to the name principal amount of the Depositary (which shall be The Depository Trust Company) Global Security or its nominee. Except under the limited circumstances described belowCapital Securities representing such Capital Securities, Notes represented by in exchange for such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names Security or Capital Securities. Notwithstanding any other provisions of this Trust Agreement (other than the Depositary or its nominee. The provisions set forth in Section 7.9), Global Securities described above may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or its nomineea nominee of such successor Depositary. Owners Interests of beneficial interests owners in such a Global Security will may be transferred or exchanged for Capital Securities not be considered the Holders thereof for any purpose under the Indenture, and no represented by a Global Security representing and Capital Securities not represented by a Note shall be exchangeable, except for another Global Security of like denomination and tenor to may be registered transferred or exchange for Global Securities in the name accordance with rules of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights and the provisions of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directSection 7.9.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under If the Securities Actare distributed to the holders of Trust Securities, intended Book-Entry Interests distributed in respect of Trust Securities that are held in global form by a Depositary will initially be issued as a Global Book-Entry Interest, unless such transfer cannot be effected through book-entry settlement. If the Company shall establish that the Book-Entry Interests are to be allowed issued in the form of one or more Global Book-Entry Interests, then the Company shall execute and the Trustee shall, in accordance with Section 302 and the Company Order, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities to be resold issued in reliance the form of Global Securities and not yet canceled, (ii) shall be in bearer form, and (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instructions. Global Securities shall bear a legend substantially to the following effect: "This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. Notwithstanding the provisions of Section 303, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities may not be transferred in the manner provided in Section 303 except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Every Security delivered in exchange for, or in lieu of, this Global Security shall be a Global Security subject to the foregoing, except in the limited circumstances described above. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for exchange or payment, and any certificate issued is Cede & Co. or such other Person as is requested by an authorized representative of DTC (and any payment is to be made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the bearer hereof, Cede & Co., has an interest herein." Definitive Securities issued in exchange for all or a part of a Global Security pursuant to this Section 309 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such definitive Securities to the persons in whose names such definitive Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or canceled, such Global Securities shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Trustee. At any time prior to such cancellation, if any interest in Global Securities is exchanged for definitive Securities, redeemed, canceled or transferred to a transferee who receives definitive Securities therefor or any definitive Security is exchanged or transferred for part of Global Securities, the principal amount of such Global Securities shall, in accordance with the standing procedures and instructions existing between the Depositary and the Trustee, be reduced or increased, as the case may be, and an endorsement shall be made on Rule 144A such Global Securities by the Trustee to reflect such reduction or increase. The Company and the Trustee may for all purposes, including the making of payments due on the Securities, deal with the Depositary as the authorized representative of the Holders for the purposes of exercising the rights of Holders hereunder. The rights of the owner of any beneficial interest in a Global Book-Entry Interest shall be limited to those established by law and agreements between such owners and depository participants or Euroclear and Cedel Bank; provided, that no such agreement shall give any rights to any person against the Company or the Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Securities in global form with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Securities in excess of those held in the name of the Depositary or its nominee. If at any time the Depositary for any Securities represented by one or more Global Securities notifies the Company that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under this Section 309, the Company shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election that such Securities be represented by one or more Global Securities shall no longer be effective and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities, will be initially authenticate and deliver Securities in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities issued in the form of one or more Global Securities (shall no longer be represented by a Global Security or Securities. In such event the “Rule 144A Global Security”)Company shall execute, and the Notes offered Trustee upon receipt of a Company Order or an Officers' Certificate for the authentication and sold delivery of definitive Securities, shall authenticate and deliver, Securities in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeabledefinitive registered form, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”)any authorized denominations, in each case registered in an aggregate principal amount equal to the name principal amount of the Depositary (which shall be The Depository Trust Company) Global Security or its nominee. Except under the limited circumstances described belowSecurities representing such Securities, Notes represented by in exchange for such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names Security or Securities. Notwithstanding any other provisions of this Indenture (other than the Depositary or its nominee. The provisions set forth in Section 310(a)), Global Securities described above may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or its nomineea nominee of such successor Depositary. Owners Interests of beneficial interests owners in such a Global Security will not may be considered the Holders thereof transferred or exchanged for any purpose under the Indenture, definitive Securities and no definitive Securities may be transferred or exchange for Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered Securities in the name accordance with rules of the Depositary and the provisions of Section 311. Any Security in global form may be endorsed with or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered have incorporated in the names text thereof such legends or recitals or changes not inconsistent with the provisions of persons other than this Indenture as may be required by the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days National Association of receipt by Securities Dealers, Inc. in order for the Company Securities to be tradeable on the PORTAL Market or as may be required for the Securities to be tradeable on any other market developed for trading of such notificationsecurities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with Regulation S or with the rules and regulations of any securities exchange upon which the Securities may be listed or traded or to conform with any usage with respect thereto, or if at to indicate any time the Depositary ceases special limitations or restrictions to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directany particular Securities are subject.

Global Securities. The Notes offered On initial issuance, the Capital Securities shall be issued in the form of one or more Global Securities. An Administrative Trustee on behalf of the Trust shall execute, and sold the Property Trustee shall authenticate and deliver, one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to QIBs in transactions not involving a public offering, exempt from registration under the aggregate liquidation amount of all of the Capital Securities Act, intended to be allowed issued, (ii) shall be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, and (iii) shall be delivered by the Property Trustee to such Depositary or pursuant to such Depositary’s instructions. Global Securities shall bear a legend substantially to the following effect: “This Capital Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the “Depositary”), or a nominee of the Depositary. This Capital Security is exchangeable for Capital Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Capital Security (other than a transfer of this Capital Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be resold registered except in reliance limited circumstances. Unless this Capital Security Certificate is presented by an authorized representative of the Depositary to Xxxxxxx Xxxxx Capital Trust III or its agent for registration of transfer, exchange or payment, and any Capital Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” In the event that Capital Securities in definitive registered form are issued in exchange for all or a part of a Global Security pursuant to this Section 7.12, such Capital Securities shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Capital Securities not represented by a Global Security to the Persons in whose names such definitive Capital Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Capital Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Capital Securities not represented by a Global Security therefor or any Capital Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or increased, as the case may be, and an endorsement shall be made on Rule 144A such Global Securities by the Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee may for all purposes, including the making of payments due on the Capital Securities, deal with the Depositary as the authorized representative of the Holders for the purposes of exercising the rights of Holders hereunder. The rights of the owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Capital Securities in global form with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Capital Securities in excess of those held in the name of the Depositary or its nominee. If at any time the Depositary for any Capital Securities represented by one or more Global Securities notifies the Trust that it is unwilling or unable to continue as Depositary for such Capital Securities or if at any time the Depositary for such Capital Securities shall no longer be eligible under this Section 7.12, the Trust shall appoint a successor Depositary with respect to such Capital Securities. If a successor Depositary for such Capital Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust’s election that such Capital Securities be represented by one or more Global Securities shall no longer be effective and the Trust shall execute, and the Property Trustee will be initially authenticate and deliver, Capital Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Capital Securities representing such Capital Securities in exchange for such Global Security or Capital Securities. The Trust may at any time and in its sole discretion determine that the Capital Securities issued in the form of one or more Global Securities (shall no longer be represented by a Global Security or Capital Securities. In such event the “Rule 144A Global Security”)Trust shall execute, and the Notes offered Property Trustee, shall authenticate and sold deliver, Capital Securities in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeabledefinitive registered form, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”)any authorized denominations, in each case registered in an aggregate liquidation amount equal to the name principal amount of the Depositary (which shall be The Depository Trust Company) Global Security or its nominee. Except under the limited circumstances described belowCapital Securities representing such Capital Securities, Notes represented by in exchange for such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names Security or Capital Securities. Notwithstanding any other provisions of this Trust Agreement (other than the Depositary or its nominee. The provisions set forth in Section 7.9), Global Securities described above may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or its nomineea nominee of such successor Depositary. Owners Interests of beneficial interests owners in such a Global Security will may be transferred or exchanged for Capital Securities not be considered the Holders thereof for any purpose under the Indenture, and no represented by a Global Security representing and Capital Securities not represented by a Note shall be exchangeable, except for another Global Security of like denomination and tenor to may be registered transferred or exchange for Global Securities in the name accordance with rules of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights and the provisions of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directSection 7.9.

Global Securities. The Notes offered and sold Except as otherwise provided pursuant to QIBs in transactions not involving a public offeringSection 301, exempt from registration under the Securities Act, intended this Section 305(b) shall apply only to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities Securities. (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company1) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Each Global Security will not be considered the Holders thereof for any purpose authenticated under the Indenture, and no Global Security representing a Note this Indenture shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary designated for such Global Security or its a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture or the Depositary. A Securities, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its a nominee thereof unless (including notes issued in definitive formA) only if the Depositary (i) has notified the Depositary notifies the Company Issuer at any time that it is unwilling or unable to continue as a Depositary for such Global Security and no a successor Depositary shall have been is not appointed by the Company within ninety 90 days or (90ii) days of receipt by the Company of such notification, or if at any time the Depositary ceases has ceased to be registered as a clearing agency registered under the Exchange Act at and a successor Depositary is not appointed within 90 days, (B) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series or (C) a request for certificates has been made by the Issuer upon 60 days’ prior written notice given to the Trustee in accordance with the Depositary’s customary procedures and a copy of such notice has been received by the Issuer from the Trustee. Any Global Security exchanged pursuant to Clause (A) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (B) or (C) above may be exchanged in whole or from time when to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a Person other than the Depositary is required or a nominee thereof shall not be a Global Security. (3) Securities issued in exchange for a Global Security or any portion thereof pursuant to Clause (2) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered to act in such names and be in such authorized denominations as such Depositary and no successor the Depositary shall have been appointed designate and shall bear any legends required hereunder. Any Global Security to be exchanged in whole shall be surrendered by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject Depositary to the procedures of Trustee or the DepositarySecurity Registrar, determines that as applicable. With regard to any Global Security to be exchanged in part, either such Global Security shall be so exchangeablesurrendered for exchange or, in which case Notes in definitive form will be printed and delivered to if the DepositaryTrustee or the Security Registrar, as applicable, is acting as custodian for the Depositary or (iii) an Event of Default has occurred and is continuing its nominee with respect to such Global Security, the Notes. Any Global Security that is exchangeable pursuant principal amount thereof shall be reduced, by an amount equal to the preceding sentence portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee or Security Registrar, as applicable. Upon any such surrender or adjustment, the Trustee shall be exchangeable for Notes registered in authenticate and deliver the Security issuable on such names as exchange to or upon the order of the Depositary or an authorized representative thereof. (4) In the event of the occurrence of any of the events specified in Clause (2) above, the Issuer shall directpromptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form, without interest coupons.

Global Securities. The Notes offered and sold to QIBs Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositaryconstitute a single Security for all purposes of this Indenture. A Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Securities distributed to holders of Book-Entry Preferred Securities (iiias defined in the Trust Agreement) an Event upon the dissolution of Default has occurred the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and is continuing deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold If an Issuer shall establish ------------------ pursuant to QIBs in transactions not involving a public offering, exempt from registration under Section 3.01 that the Securities Act, intended of a series are to be allowed to be resold issued in reliance on Rule 144A will be initially issued whole or in part in the form of one or more Global Securities (the “Rule 144A Global Security”)Securities, then such Issuer shall execute, and the Notes offered Guarantor shall execute, as applicable, the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed on, and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 2053.03 and the Issuer Order with respect to such series, for authenticate and deliver one or more permanent Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the “Regulation S Permanent aggregate principal amount of the outstanding Securities of such series to be represented by one or more Global Security”)Securities, in each case (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (which iii) shall be The Depository Trust Company) or its nominee. Except under delivered by the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than Trustee to the Depositary or its nominee. The Global pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities described above in definitive form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary". The Trustee shall deal with the Depositary and its nominee. participants as representatives of the Beneficial Owners of beneficial interests the Global Securities for purposes of exercising the rights of the Holders hereunder and under any Guarantees and the rights of the Beneficial Owners of the Global Securities shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary and its participants. Beneficial Owners shall not be entitled to certificates for Global Securities as to which they are the Beneficial Owners. Requests and directions from, and votes of, such representatives shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Except as otherwise provided herein, unless and until it is exchanged in such whole or in part for Securities in definitive form, a Global Security will representing all or a portion of the Securities of a series may not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing transferred except as a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of whole by the Depositary for such series to a nominee of such Depositary or its by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or its a nominee or except as described belowof such successor Depositary. The rights Beneficial Owner's ownership of Holders Securities shall be recorded on the records of a participant of the Depositary that maintains such Beneficial Owner's account for such purpose and the participant's record ownership of such Global Security Securities shall be exercised only through recorded on the records of the Depositary. A If at any time the Depositary for the Securities of a series, whether as Holder of a Global Security shall be exchangeable for Notes registered or the recipient of certificateless depositary interests in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary a UK Global Security, notifies the Company applicable Issuer that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company Securities of such notification, series or if at any time the Depositary ceases to for Securities of a series shall no longer be a clearing agency registered or in good standing under the Exchange Act Act, or other applicable statute or regulation, and such Issuer shall not have appointed a successor Depositary with respect to the Securities of such series, such Issuer will execute, and the Guarantor shall execute, as applicable, the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed on, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or UK Global Security representing such series in exchange for such Global Security or UK Global Security, having the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed thereon. In addition, if at any time there shall have occurred and be continuing an Event of Default under this Indenture with respect to the Securities of such series, any Holder of the Global Security, upon written request given by registered or certified mail to the applicable Issuer, shall be entitled to receive definitive Securities in an aggregate principal amount equal to and in exchange for its respective beneficial interest in the Global Security, executed, authenticated and delivered as aforesaid. The applicable Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, such Issuer will execute, and the Guarantor shall execute, as applicable, the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed on, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities, having the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed thereon. If specified by the applicable Issuer pursuant to Section 3.01 which respect to Securities of a time when series, the Depositary is required for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form on such terms as are acceptable to be so registered such Issuer and such Depositary. Thereupon, the applicable Issuer shall execute, and the Guarantor shall execute, as applicable, the notation of any Guarantees pursuant to act as such Depositary Article XIII or any Guarantees endorsed on, and no successor Depositary the Trustee shall have been appointed authenticate and deliver, without charge, (i) to each Person specified by the Company within ninety (90) days after it becomes aware Depositary a new Security or Securities of the same series, of any authorized denomination as requested by such cessationPerson in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security, having the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed thereon; and (ii) the Company in its sole discretion, and subject to the procedures Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the Depositarysurrendered Global Security and the aggregate principal amount of Securities delivered to the Beneficial Owners thereof, determines that having the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed thereon. Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be so exchangeable, canceled by the Trustee. Securities issued in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any exchange for a Global Security that is exchangeable pursuant to the preceding sentence this Section 3.11 shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.

Global Securities. The Notes offered On initial issuance, the Capital Securities shall be issued in the form of one or more Global Securities. An Administrative Trustee on behalf of the Trust shall execute, and sold the Property Trustee shall authenticate and deliver, one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to QIBs in transactions not involving a public offering, exempt from registration under the aggregate liquidation amount of all of the Capital Securities Act, intended to be allowed issued, (ii) shall be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, and (iii) shall be delivered by the Property Trustee to such Depositary or pursuant to such Depositary’s instructions. Global Securities shall bear a legend substantially to the following effect: “This Capital Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the “Depositary”), or a nominee of the Depositary. This Capital Security is exchangeable for Capital Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Capital Security (other than a transfer of this Capital Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be resold registered except in reliance limited circumstances. Unless this Capital Security Certificate is presented by an authorized representative of the Depositary to Xxxxxxx Xxxxx Capital Trust I or its agent for registration of transfer, exchange or payment, and any Capital Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” In the event that Capital Securities in definitive registered form are issued in exchange for all or a part of a Global Security pursuant to this Section 7.12, such Capital Securities shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Capital Securities not represented by a Global Security to the Persons in whose names such definitive Capital Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Capital Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Capital Securities not represented by a Global Security therefor or any Capital Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or increased, as the case may be, and an endorsement shall be made on Rule 144A such Global Securities by the Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee may for all purposes, including the making of payments due on the Capital Securities, deal with the Depositary as the authorized representative of the Holders for the purposes of exercising the rights of Holders hereunder. The rights of the owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Capital Securities in global form with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Capital Securities in excess of those held in the name of the Depositary or its nominee. If at any time the Depositary for any Capital Securities represented by one or more Global Securities notifies the Trust that it is unwilling or unable to continue as Depositary for such Capital Securities or if at any time the Depositary for such Capital Securities shall no longer be eligible under this Section 7.12, the Trust shall appoint a successor Depositary with respect to such Capital Securities. If a successor Depositary for such Capital Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust’s election that such Capital Securities be represented by one or more Global Securities shall no longer be effective and the Trust shall execute, and the Property Trustee will be initially authenticate and deliver, Capital Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Capital Securities representing such Capital Securities in exchange for such Global Security or Capital Securities. The Trust may at any time and in its sole discretion determine that the Capital Securities issued in the form of one or more Global Securities (shall no longer be represented by a Global Security or Capital Securities. In such event the “Rule 144A Global Security”)Trust shall execute, and the Notes offered Property Trustee, shall authenticate and sold deliver, Capital Securities in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeabledefinitive registered form, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”)any authorized denominations, in each case registered in an aggregate liquidation amount equal to the name principal amount of the Depositary (which shall be The Depository Trust Company) Global Security or its nominee. Except under the limited circumstances described belowCapital Securities representing such Capital Securities, Notes represented by in exchange for such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names Security or Capital Securities. Notwithstanding any other provisions of this Trust Agreement (other than the Depositary or its nominee. The provisions set forth in Section 7.9), Global Securities described above may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or its nomineea nominee of such successor Depositary. Owners Interests of beneficial interests owners in such a Global Security will may be transferred or exchanged for Capital Securities not be considered the Holders thereof for any purpose under the Indenture, and no represented by a Global Security representing and Capital Securities not represented by a Note shall be exchangeable, except for another Global Security of like denomination and tenor to may be registered transferred or exchange for Global Securities in the name accordance with rules of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights and the provisions of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directSection 7.9.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall [TPW: NYLEGAL:665375.4] 20965-00009 07/19/2007 07:27 PM authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or [TPW: NYLEGAL:665375.4] 20965-00009 07/19/2007 07:27 PM impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this ARTICLE III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Companya) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Each Global Security will not be considered the Holders thereof for any purpose authenticated under the Indenture, and no Global Security representing a Note this Indenture shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary designated by the Issuer for such Global Security or its a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary for such Global Security or its a nominee (including notes issued in definitive form) only if thereof unless (i) such Depositary (A) has notified the Depositary notifies the Company Issuer that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety or (90B) days of receipt by the Company of such notification, or if at any time the Depositary ceases has ceased to be a clearing agency registered as such under the Exchange Act at Act, and in either case the Issuer fails to appoint a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation90 days, (ii) the Company in its sole discretion, Issuer executes and subject delivers to the procedures Trustee an Issuer Order stating that it elects to cause the issuance of the DepositarySecurities in certificated form and that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such exchange shall be effected by the Trustee), determines that (iii) there shall have occurred and be continuing an Event of Default or any Event which after notice or lapse of time or both would be an Event of Default with respect to the Securities, or (iv) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1. (c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article 3. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article 3 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in which case Notes accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, as otherwise provided in definitive form will be printed this Article 3, authenticate and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any deliver any Securities issuable in exchange for such Global Security that is exchangeable pursuant (or any portion thereof) to or upon the preceding sentence shall be exchangeable for Notes order of the Issuer, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Issuer shall directpromptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 3 if such order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article 3 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members.

Global Securities. The Series B Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series B Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series B Senior Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series B Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Series B Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Series B Senior Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Series B Senior Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series B Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this ARTICLE III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. (a) The Convertible Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Convertible Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Convertible Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. . (b) Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Convertible Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. . (c) A Global Security shall be exchangeable for Convertible Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act Act, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Convertible Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Convertible Notes registered in such names as the Depositary shall direct. (d) If the Convertible Notes are in the form of one or more Global Securities, any requirement hereunder for delivery of such Convertible Note (or identification of certificate numbers with respect thereto) shall require the beneficial owners thereof and the Company to comply with the requirements of the Depositary and its direct and indirect participants with respect thereto. If the Convertible Notes become registrable in the names of persons other than the Depositary, any requirement for the Company to pay the Purchase Price, Change in Control Purchase Price, or to issue Common Shares on account of any conversion shall be contingent upon such Holder delivering its certificate representing such Convertible Notes to the Company, together with any required endorsement of such certificate.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary subject to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests following terms: (a) Interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note deposited with DTC or Euroclear and/or Clearstream pursuant to this Section 2.7 hereof shall be exchangeable, except exchanged for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) Certificated Securities only if such exchange complies with Section 2.10 hereof and (i) in the Depositary case of a DTC Global Security, DTC notifies IRSA and the Company Trustee that it is unwilling or unable to continue as a Depositary depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary DTC ceases to be a clearing agency registered under the Exchange Act at Act, and a time when the Depositary is required to be successor depositary so registered to act as such Depositary and no successor Depositary shall have been is not appointed by the Company IRSA within ninety (90) days after it becomes aware of such cessationnotice, (ii) in the Company case of a Euroclear/Clearstream Global Security, if the clearing system(s) through which it is cleared and settled is closed for business for a continuous period of fourteen (14) days (other than by reason of holidays, statutory or otherwise) or announces an intention to cease business permanently or does in its sole discretionfact do so, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect or (iv) IRSA in its sole discretion notifies the Trustee in writing that Certificated Securities shall be delivered in exchange for such Global Security. (b) If interests in any Global Security are to be exchanged for Securities in the form of Certificated Securities pursuant to Section 2.10, such Global Security shall be surrendered by the relevant clearing system to the NotesTrustee to be so exchanged, without charge, and the Trustee shall authenticate and deliver, upon such exchange of interests in such Global Security, an equal aggregate principal amount of Certificated Securities. Any Global Security that is exchangeable The Certificated Securities exchanged pursuant to the preceding sentence this Section 2.7 shall be exchangeable for Notes registered by the Registrar in such names as the Depositary relevant clearing system shall directdirect in writing in accordance with its records. Any Certificated Security delivered in exchange for any interest in any Rule 144A Global Security shall, except as provided by Section 2.10, bear the legends as set forth on the face of the form of the Certificated Securities set forth in Exhibit B hereto. (c) Until exchanged in full, a Global Security of a Series shall in all respects be entitled to the same benefits under this Indenture as Certificated Securities of such Series authenticated and delivered hereunder. If, after any presentation thereof to the Trustee, the principal amount of Securities represented by any Global Security of a Series is reduced to zero, such Global Security shall be immediately cancelled and destroyed by the Trustee in accordance with Section 2.11.

Global Securities. The Notes offered and sold This Section 2.08(a) shall apply only to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (deposited with the “Rule 144A Depository unless otherwise provided as contemplated by Section 2.03. Unless the Global Security”)Security is presented by an authorized representative of the Depository to the Issuer or its agent for registration of transfer, exchange or payment, and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially any certificate issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case is registered in the name of a nominee of the Depositary (which Depository and any payment is made to such nominee, any transfer, pledge or other use of the Global Security in registered form for value or otherwise shall be The Depository Trust Company) or its nomineewrongful since the registered owner of such Global Security, the nominee of the Depository, has an interest in such Global Security. Except as otherwise specified as contemplated by Section 2.03 hereof, any Global Security shall be exchangeable for definitive Securities only as provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section 2.08 only if (i) the Depository notifies the Issuer that it is unwilling or unable to continue to hold such Global Security or if at any time the Depository ceases to be a clearing agency registered under the limited circumstances described belowExchange Act, Notes represented as amended, and a successor Depository is not appointed by the Issuer within 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to the Securities, or (iii) at any time if the Issuer in its sole discretion determines that the Global Securities or any of them should be exchanged for definitive Securities. The Issuer shall notify the Trustee in writing that such exchange has taken place and that the Depository is no longer the Holder of such Global Security, in whole or in part. Unless and until such notice is received by the Trustee, the Trustee shall be entitled to assume that no such exchange of Global Security for definitive Securities will not has occurred, and shall have no liability with respect to any payment in reliance thereon. Any Global Security that is exchangeable pursuant to this Section 2.08 shall be exchangeable forfor definitive Securities in registered form, bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, redemption provisions, if any, specified currency and will not otherwise other terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive Securities shall be issuable as, Notes in definitive form registered in the names other than of the Depositary or its nomineeowners of the beneficial interests in such Global Security as such names are from time to time provided by the relevant Agent Member holding interests in such Global Security (as such Agent Member is identified from time to time by the Depository). The No Global Securities described above Security may not be transferred except as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary Depository or by the Depository or any such nominee to a successor Depositary of the Depository or its nomineea nominee of such successor. Owners Except as provided above, owners solely of beneficial interests in such a Global Security shall not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders thereof for any purpose under this Indenture. In the Indentureevent that a Global Security is surrendered for redemption in part pursuant to Section 11.02, the Issuer shall execute, and no the Trustee shall authenticate and deliver to the Depository for such Global Security, without service charge, a new Global Security, in a denomination equal to the unredeemed portion of the principal of the Global Security representing a Note so surrendered. The Agent Members shall be exchangeable, except for another have no rights under this Indenture with respect to any Global Security of like denomination held on their behalf by a Depository, and tenor to such Depository may be registered in treated by the name Issuer, the Trustee, and any agent of the Depositary Issuer, or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer, or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depository or impair, as between a Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. None of the Trustee, the Paying Agent or the Security registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, an Agent Member or other Person (other than the Issuer) with respect to the accuracy of the records of the Depository or its nominee or of any Agent Member, with respect to a successor Depositary any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depository or the Issuer) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Securityholders and all payments to be made to Securityholders under the Securities and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee or except as described belowin the case of the Global Security). The rights of Holders of such beneficial owners in the Global Security shall be exercised only through the DepositaryDepository subject to the applicable procedures. A The Trustee, the Paying Agent and the Security registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and the Security registrar shall be entitled to deal with the Depository, and any nominee thereof, that is the registered holder of any Global Security shall be exchangeable for Notes registered in the names all purposes of persons other than the Depositary or its nominee this Indenture relating to such Global Security (including notes issued the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in definitive formsuch Global Security) only if (i) as the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for sole holder of such Global Security and no successor Depositary shall have been appointed no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security registrar shall have any responsibility or liability for any acts or omissions of the Depository with respect to such Global Security, for the records of any such depository, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depository and any Agent Member or between or among the Depository, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security, except as a result of the Trustee’s negligence or willful misconduct. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depository (or its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depository and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as Holder of such Global Security. In connection with any exchange of interests in a Global Security for definitive Securities, as provided in this subsection (a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Issuer shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such Global Security executed by the Company within ninety (90) days of receipt by Issuer. On or after the Company of earliest date on which such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to interests may be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessationexchanged, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeablesurrendered by the Depository to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in which case Notes whole or from time to time in part, for definitive form will Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations as the portion of such Global Security to be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notesexchanged. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 2.08 shall be exchangeable for Notes Securities issuable in the denominations specified as contemplated by Section 2.03 and registered in such names as the Depositary Depository that is the Holder of such Global Security shall direct. If a definitive Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant payment date, interest payments will not be payable on such payment date in respect of such definitive Security, but will be payable on such payment date only to the person to whom interest payments in respect of such portion of such Global Security are payable. The Depository may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture with respect to the Securities.

Global Securities. The Notes offered and sold to QIBs in transactions not involving (a) A resolution of the Board of Directors of the Company, a public offering, exempt from registration under supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities Act, intended to shall be allowed to be resold issued in reliance on Rule 144A will be initially issued whole or in part in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of identify the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through or Securities. (b) Notwithstanding any provisions to the Depositary. A contrary contained in Section 2.6 and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.6 for Notes Securities registered in the names of persons Holders other than the Depositary for such Security or its nominee (including notes issued in definitive form) only if (i) the such Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the such Depositary ceases to be a clearing agency registered under the Exchange Act at Act, and, in either case, the Company fails to appoint a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by registered as a clearing agency under the Company Exchange Act within ninety (90) 90 days after it becomes aware of such cessation, event or (ii) the Company in its sole discretion, executes and subject delivers to the procedures of Trustee an Officers’ Certificate to the Depositary, determines effect that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes Securities registered in such names as the Depositary shall directdirect in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. Except as provided in this subsection (b), a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary. (c) Any Global Security issued hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY. In addition, so long as DTC is the Depositary, each Global Security registered in the name of DTC or its nominee shall bear a legend in substantially the following form: UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Such legends may be modified or added to in order to satisfy the requirements, customs or reasonable requests of a Depositary. (d) The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. (e) Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. (f) The Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities represented by a Global Security as shall be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

Global Securities. (a) The 2020 Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of Chase Nominees Limited, as nominee of the Depositary (which shall be The Depository Trust Company) or its nominee. Common Depositary, for Clearstream Banking, societe anonyme, Luxembourg, and Euroclear Bank S.A./N.V. Except under the limited circumstances described below, 2020 Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, 2020 Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Common Depositary to a nominee of the Common Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or to a successor Common Depositary or its nominee. Owners . (b) Except as otherwise provided in this Fourteenth Supplemental Indenture, owners of beneficial interests in such a Global Security Securities will not be considered the Holders holders thereof for any purpose under the Indenture, and no Global Security representing a 2020 Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Common Depositary or its nominee or to a successor Common Depositary or its nominee or except as described belownominee. The rights of Holders holders of such Global Security Securities shall be exercised only through the Common Depositary. . (c) A Global Security shall be exchangeable for 2020 Senior Notes registered in the names of persons Persons other than the Common Depositary or its nominee (including notes issued in definitive formonly as provided by Section 2.11(c) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Original Indenture (as if all references to "Depositary, determines that such Global Security shall be so exchangeable, " in which case Notes in definitive form will be printed and delivered said Section 2.11(c) were references to the "Common Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes"). Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 2020 Senior Notes registered in such names as the Common Depositary shall direct.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, or (iii) an Event accompanied by registration instructions, the Company shall execute and the Trustee shall upon receipt of Default has occurred a Company Order authenticate and is continuing with respect to the Notes. Any deliver any Securities issuable in exchange for such Global Security that is exchangeable pursuant to (or any portion thereof) in accordance with the preceding sentence instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be exchangeable fully protected in relying on, such instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for Notes or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in such names as the name of a Person other than the Depositary shall directfor such Global Security or a nominee thereof.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, or (iii) an Event of Default has occurred accompanied by registration instructions, the Company shall execute and is continuing with respect to the Notes. Any Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security that is exchangeable pursuant to (or any portion thereof) in accordance with the preceding sentence instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be exchangeable fully protected in relying on, such instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for Notes or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in such names as the name of a Person other than the Depositary shall directfor such Global Security or a nominee thereof.

Global Securities. (a) The Notes offered and sold to QIBs that, in transactions not involving a public offeringaccordance with the Purchase Contract Agreement, exempt from registration under are no longer part of the Securities Act, intended to be allowed to be resold in reliance on Rule 144A Equity Security Units will be initially issued exchanged for Notes in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) DTC or its nominee. Except under the limited circumstances described below or in Section 2.04(c) below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary DTC to a nominee of the Depositary DTC or by a nominee of the Depositary DTC to the Depositary DTC or another nominee of the Depositary DTC or to a successor Depositary Depository or its nominee. . (b) Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary DTC or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders owners of beneficial interests in such a Global Security shall be exercised only through DTC. (c) Notwithstanding anything to the Depositary. A contrary in Section 305 of the Original Indenture, a Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary DTC or its nominee (including notes issued in definitive form) only if if: (i) the Depositary DTC notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or ; (ii) if at any time the Depositary DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when the Depositary DTC is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, ; (iiiii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such it no longer has any senior debt securities represented by global securities or that it will permit a Global Security shall to be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or ; or (iiiiv) an Event of Default under the Indenture has occurred and is continuing with respect to the Notescontinuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary DTC shall direct.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or an amount equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Companya) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Each Global Security will not be considered the Holders thereof for any purpose authenticated under the Indenture, and no Global Security representing a Note this Indenture shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall constitute a single Security for purposes of this Indenture. (b) Notwithstanding any other provisions of this Indenture or the Securities, transfers of a Global Security, in whole or in part, shall be exercised made only through the Depositaryin accordance with Sections 2.09 and this Section 2.07. A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor thereof, and no such transfer to any such other Person may be registered; provided that this clause (b) shall not prohibit any transfer of a Security that is issued in exchange for a Global Security but is not itself a Global Security. No transfer of a Security to any Person shall be exchangeable effective under this Indenture unless and until such Security has been registered in the name of such Person. (c) Notwithstanding any other provisions of this Indenture or the Securities, a Global Security shall not be exchanged in whole or in part for Notes a Security registered in the name of any Person other than the Depositary or one or more nominees thereof; provided that a Global Security may be exchanged for Securities registered in the names of persons other than any Person designated by the Depositary or its nominee (including notes issued in definitive form) only if the event that (i) the Depositary notifies has notified the Company that it is unwilling or unable to continue as a Depositary depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at and a time when the Depositary successor depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been not appointed by the Company within ninety (90) days after it becomes aware of such cessation90 days, (ii) the Company by written notice to the Trustee elects to issue the Securities in its sole discretiondefinitive registered form in exchange for all or any part of the Securities represented by the Global Security, or (iii) there is or continues to be an Event of Default and the Registrar receives notice from the Depositary for the issuance of definitively registered Securities in exchange for the Global Security. Any Global Security exchanged pursuant to clause (a) above shall be so exchanged in whole and not in part. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security. (d) Securities issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully registered form, without interest coupons, shall have a principal amount equal to that of such Global Security or portion thereof to be so exchanged, and subject shall be registered in such names and be in such authorized denominations as the Depositary shall designate. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the procedures of Trustee or the DepositaryRegistrar. With regard to any Global Security to be exchanged in part, determines that either such Global Security shall be so exchangeablesurrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (e) Subject to the provisions of Section 2.07(g) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. (f) In the event of the occurrence of any of the events specified in which Section 2.07(c) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form, without interest coupons. (g) Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case Notes in definitive form will may be, may be printed treated by the Company, the Trustee and delivered any agent of the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, or its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security. (iiih) an Event of Default has occurred and is continuing with respect to the Notes. Any At such time as all interests in a Global Security that have been repurchased, converted, cancelled or exchanged for Securities in certificated form, such Global Security shall, upon receipt thereof, be cancelled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Securities Custodian, subject to Section 2.14 of the Indenture. At any time prior to such cancellation, if any interest in a Global Security is exchangeable pursuant to repurchased, converted, cancelled or exchanged for Securities in certificated form, the preceding sentence principal amount of such Global Security shall, in accordance with the standing procedures and instructions existing between the Depositary and the Securities Custodian, be appropriately reduced, and an endorsement shall be exchangeable for Notes registered in made on such names as Global Security, by the Depositary shall directTrustee or the Securities Custodian, at the direction of the Trustee, to reflect such reduction.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to the procedures be protected in relying, upon written identification of the owners of the beneficial interests furnished by the Depositary and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of ‘customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Series 2020A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2020A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2020A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2020A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2020A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2020A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2020A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretion, and subject to the procedures such Global Security of the Depositaryoccurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, determines that the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. 27 (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depository Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct.(or its nominee) as Holder of any Security. 28

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary subject to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests following terms: (a) Interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing deposited with a Note Depositary pursuant to this ‎Section 2.7 shall be exchangeable, except exchanged for another Global Security of like denomination Certificated Securities only if such exchange complies with ‎Section 2.10 and tenor to be registered in the name case of a DTC Global Security, DTC notifies IRSA PC and the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company Trustee that it is unwilling or unable to continue as a Depositary for such Global Security or if at any time DTC ceases to be a “clearing agency” registered under the Exchange Act, and no a successor Depositary shall have been depositary so registered is not appointed by the Company IRSA PC within ninety (90) days of receipt by such notice, in the Company case of such notificationa Euroclear/Clearstream Global Security, or if at any time the Depositary ceases to be through which it is cleared and settled is closed for business for a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety continuous period of fourteen (9014) days after it becomes aware (other than by reason of such cessationholidays, (iistatutory or otherwise) the Company or announces an intention to cease business permanently or does in its sole discretionfact do so, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Series of Securities represented by such Global Security or IRSA PC in its sole discretion notifies the Trustee in writing that is exchangeable Certificated Securities shall be delivered in exchange for such Global Security with respect to the Series of the Securities represented by such Global Security. (b) If interests in any Global Security in whole or, from time to time, in part, are to be exchanged for Securities in the form of Certificated Securities pursuant to the preceding sentence ‎Section 2.10, such Global Security shall be exchangeable for Notes surrendered by the relevant Depositary to the Trustee to be so exchanged, without charge, and the Trustee shall authenticate and deliver, upon such exchange of interests in such Global Security, an equal aggregate principal amount of Certificated Securities. The Certificated Securities exchanged pursuant to this ‎Section 2.7 shall be registered by the Co-Registrar in such names as the relevant Depositary shall directdirect in writing in accordance with its records. Any Certificated Security delivered in exchange for any interest in any Rule 144A Global Security or Regulation S Global Security shall, except as provided by ‎Section 2.10, bear the applicable Restrictive Legend as set forth on the face of the form of the Certificated Securities set forth in Exhibit B hereto. (c) Until exchanged in full, a Global Security of a Series shall in all respects be entitled to the same benefits under this Indenture as Certificated Securities of such Series authenticated and delivered hereunder. (d) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of an interest in a Global Security, a member of, or a participant in, any Depositary or other Person with respect to the accuracy of the records of any Depositary or its nominee or of any participant member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other person (other than the relevant Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the relevant Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the relevant Depositary subject to the applicable rules and procedures of such Depositary. The Trustee and each Agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

Global Securities. The Notes offered (a) Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and sold delivered to QIBs such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in transactions this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to locate a qualified successor, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, (iii) there shall have occurred and be continuing an Event of Default, or (iv) in the case of a transfer of a beneficial interest in such Security to a Person that is not involving a public offering, exempt from registration "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, intended upon reasonable prior notice of such transfer by the Depositary or its authorized representative to the Securities Registrar and delivery to the Securities Registrar of a Restricted Securities Certificate duly authorized by the Depositary or its authorized representative to the Securities Registrar and delivery to the Securities Registrar of a Restricted Securities Certificate duly authorized by the Depositary or its authorized representatives. (c) If any Global Security is to be allowed exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be resold exchanged for other Securities or cancelled in reliance part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on Rule 144A will the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be initially issued liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities (registered in the “Rule 144A Global Security”)name of a Depositary or its nominee, and deposited with the Notes offered and sold in offshore transactions Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to nonthe respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Book-U.S. persons in reliance on Regulation S will Entry Capital Securities upon the dissolution of an Issuer Trust shall not be initially issued in the form of one a Global Security or more temporary Global Securities any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be f) The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The , as the registered owner of a Global Securities described above may not Security, shall be transferred except by the Depositary to a nominee Holder of such Global Security for all purposes under this Indenture and the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners Securities, and owners of beneficial interests in such a Global Security will not shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be considered the Holders thereof for any purpose under the Indentureshown only on, and no Global Security representing a Note the transfer of such interest shall be exchangeableeffected only through, except for another Global Security of like denomination and tenor to be registered in the name of records maintained by the Depositary or its nominee or to a successor Depositary or its nominee or except as described belowAgent Members. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of Holders owners of such beneficial interests in a Global Security shall be exercised only through the Depositary. A Global Security Depositary and shall be exchangeable for Notes registered in the names of persons other than limited to those established by law and agreements between such owners and the Depositary or and/or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directAgent Members.

Global Securities. (a) The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. . (b) Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. . (c) A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes Initial Securities offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold QIB in reliance on Rule 144A will under the Securities Act ("Rule 144A") as provided in the Placement Agreement, shall be issued initially issued in the form of one or more Global permanent global Securities in definitive, fully registered form without interest coupons with the global securities legend and restricted securities legend set forth in Exhibit 1 hereto (the “Rule 144A each, a "Restricted Global Security”"), which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Trustee, at its New York office, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the Notes name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, as hereinafter provided. Initial Securities offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will under the Securities Act ("Regulation S"), as provided in the Placement Agreement, shall be issued initially issued in the form of one or more temporary Global permanent global Securities in definitive, fully registered form without interest coupons with the global securities legend and restricted securities legend set forth in Exhibit 1 hereto (the “"Regulation S Temporary Global Security”"), which will shall be exchangeabledeposited on behalf of the purchasers of the Initial Securities represented thereby with the Trustee, in accordance with Section 205as custodian, for one the Depository (or more permanent Global Securities (with such other custodian as the “Regulation S Permanent Global Security”Depository may direct), in each case and registered in the name of the Depositary Depository or the nominee of the Depository duly executed by the Company and authenticated by the Trustee as hereinafter provided. Prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement, beneficial interests in the Regulation S Global Security may only be held for the accounts of designated agents holding on behalf of the Euroclear System (which shall "Euroclear") or Cedel, S.A. ("Cedel"). Following the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement, beneficial interests in the Regulation S Global Security may be held through Euroclear, Cedel or other participants having accounts at the Depository. The aggregate principal amount of the Regulation S Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directcase may be, as hereinafter provided.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Companya) or its nominee. Except under the limited circumstances described below, Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners . (b) Except as otherwise provided in this Thirty-Eighth Supplemental Indenture, owners of beneficial interests in such a Global Security Securities will not be considered the Holders holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders holders of such Global Security Securities shall be exercised only through the Depositary. . (c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, Senior Notes or if at any time the Depositary ceases shall no longer be registered or in good standing as a “clearing agency” registered pursuant to be a clearing agency registered under the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a such time when as the Depositary is required to be so registered to act as such and the Depositary and no so notifies the Company and, in each case, the Company does not appoint a successor Depositary shall have been appointed by within 90 days after the Company within ninety (90) days after it receives such notice or becomes aware of such cessationcondition, as the case may be, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an any Event of Default or Default has occurred and is continuing with respect to the Senior Notes or (iii) subject to the procedures of the Depositary, the Company in its sole discretion determines that the Senior Notes shall be exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the Security Registrar a written order of the Company providing that the Senior Notes shall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in denominations of $2,000, or any integral multiple of $1,000 in excess thereof, and be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Companya) or its nominee. Except under the limited circumstances described below, Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners . (b) Except as otherwise provided in this Third Supplemental Indenture, owners of beneficial interests in such a Global Security Securities will not be considered the Holders holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders holders of such Global Security Securities shall be exercised only through the Depositary. . (c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, Senior Notes or if at any time the Depositary ceases shall no longer be registered or in good standing as a “clearing agency” registered pursuant to be a clearing agency registered under the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a such time when as the Depositary is required to be so registered to act as such and the Depositary and no so notifies the Company and, in each case, the Company does not appoint a successor Depositary shall have been appointed by within 90 days after the Company within ninety (90) days after it receives such notice or becomes aware of such cessationcondition, as the case may be, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an any Event of Default or Default has occurred and is continuing with respect to the Senior Notes or (iii) subject to the procedures of the Depositary, the Company in its sole discretion determines that the Senior Notes shall be exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the Security Registrar a written order of the Company providing that the Senior Notes shall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in denominations of $2,000, or any integral multiple of $1,000 in excess thereof, and be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more (a) Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary subject to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests following terms: (a) Interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note deposited with DTC or Euroclear and/or Clearstream and/or Caja de Valores pursuant to this Section 3.04 hereof shall be exchangeable, except exchanged for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) Certificated Securities only if such exchange complies with Section 3.05 hereof and (i) in the Depositary case of a DTC Global Security, DTC notifies the Company Bank and the Trustee that it is unwilling or unable to continue as a Depositary depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary DTC ceases to be a clearing agency registered under the Exchange Act at Act, and a time when the Depositary is required to be successor depositary so registered to act as such Depositary and no successor Depositary shall have been is not appointed by the Company Bank within ninety (90) 90 days after it becomes aware of such cessationnotice, (ii) in the Company case of a Euroclear/Clearstream Global Security, if the clearing system(s) through which it is cleared and settled 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 cease business permanently or does in its sole discretionfact do so, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect and the majority of the holders of a Series so requests or (iv) the Bank in its sole discretion notifies the Trustee in writing that Certificated Securities shall be delivered in exchange for such Global Security. (b) If interests in any Global Security are to be exchanged for Securities in the form of Certificated Securities pursuant to Section 3.05, such Global Security shall be surrendered by the relevant clearing system to the NotesTrustee and the relevant Registrar to be so exchanged, without charge, and the Trustee shall authenticate and deliver, upon such exchange of interests in such Global Security, an equal aggregate principal amount of Certificated Securities. Any Global Security that is exchangeable The Certificated Securities exchanged pursuant to the preceding sentence this Section 3.04 shall be exchangeable for Notes registered by the relevant Registrar in such names as the Depositary relevant clearing system shall directdirect in writing in accordance with its records. Any Certificated Security delivered in exchange for any interest in any Rule 144A Global Security shall, except as provided by Section 3.05, bear the legends as set forth on the face of the form of the Certificated Securities set forth in Exhibit B hereto or, with respect to a particular Series of Securities, in the form set forth in an indenture supplemental hereto related to such Series of Securities. (c) Until exchanged in full, a Global Security of a Series shall in all respects be entitled to the same benefits under this Indenture as Certificated Securities of such Series authenticated and delivered hereunder. If, after any presentation thereof to the Trustee, the principal amount of Securities represented by any Global Security of a Series is reduced to zero, such Global Security shall be immediately cancelled and disposed of by the Trustee in accordance with Section 3.09.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Companya) or its nominee. Except under the limited circumstances described below, Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Common Depositary to a nominee of the Common Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or to a successor Common Depositary or its nominee. Owners . (b) Except as otherwise provided in this Fortieth Supplemental Indenture, owners of beneficial interests in such a Global Security Securities will not be considered the Holders holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Common Depositary or its nominee or to a successor Common Depositary or its nominee or except as described belownominee. The rights of Holders holders of such Global Security Securities shall be exercised only through the Common Depositary. . (c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if Indenture. If (i) an Event of Default with respect to the Depositary notifies the Company that it Senior Notes has occurred and is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, continuing; (ii) either Euroclear or Clearstream is closed for business for a continuous period of 14 days or more (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Issuer is available; or (iii) subject to the procedures of Euroclear or Clearstream, the Company in its sole discretiondiscretion determines that a Global Security shall be exchangeable for Senior Notes in definitive registered form and executes and, and subject in each case, delivers to the procedures Security Registrar a written order of the Depositary, determines Company providing that such Global Security the Senior Notes shall be so exchangeable, in which case the Senior Notes shall be exchangeable for Senior Notes in definitive form will registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be printed in denominations of ¥100,000,000, or any integral multiple of ¥10,000,000 in excess thereof, and delivered be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. In the case of (i) and (ii) above, the registered holder of a Global Security (acting on behalf of one or more of the accountholders) may give notice to the DepositaryCompany and, or in the case of (iii) an Event of Default has occurred and is continuing with respect above, the Company may give notice to the Trustee, the Security Registrar, the Paying Agent and the registered holder of a Global Security, of its intention to exchange the Global Security for Senior Notes in definitive registered form on or after the Exchange Date. On or after the Exchange Date, the registered holder of the Global Security may, or in the case of (iii) above shall, surrender it to or to the order of the Paying Agent. In exchange for the Global Security, the Company shall deliver, or procure the delivery of, an equal aggregate principal amount of Senior Notes in definitive registered form, security printed in accordance with any applicable legal and stock exchange requirements. On exchange of the Global Security, the Company will procure that it is cancelled and, if its registered holder so requests, returned to such registered holder together with the relevant Senior Notes in definitive registered form. For these purposes, “Exchange Date” means a day specified in the notice requiring exchange falling not less than 60 days after that on which the notice requiring exchange is given and being a day on which banks are open for general business in the City of New York, the City of Tokyo, or the City of London, the place in which the specified office of the Paying Agent is located and, except in the case of exchange pursuant to (ii) above, in the place in which each of Euroclear and Clearstream is located. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the owners or holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depositary Euroclear or Clearstream shall direct, or in the case of (ii) above and to the extent Euroclear or Clearstream is no longer in existence, the Senior Notes shall be registered in such names consistent with the books and records of Euroclear and Clearstream.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof, unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, or (iii) an Event of Default has occurred accompanied by registration instructions, the Company shall execute and is continuing with respect to the Notes. Any Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security that is exchangeable pursuant to (or any portion thereof) in accordance with the preceding sentence instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be exchangeable fully protected in relying on, such instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for Notes or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in such names as the name of a Person other than the Depositary shall directfor such Global Security or a nominee thereof.

Global Securities. The Series 2014A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2014A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2014A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2014A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2014A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2014A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2014A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder on or after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof, unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) [Reserved]. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs in transactions not involving (a) A resolution of the Board of Directors of the Company, a public offering, exempt from registration under supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities Act, intended to shall be allowed to be resold issued in reliance on Rule 144A will be initially issued whole or in part in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of identify the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through or Securities. (b) Notwithstanding any provisions to the Depositary. A contrary contained in Section 2.6 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.6 of the Indenture for Notes Securities registered in the names of persons Holders other than the Depositary for such Security or its nominee (including notes issued in definitive form) only if (i) the such Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the such Depositary ceases to be a clearing agency registered under the Exchange Act at Act, and, in either case, the Company fails to appoint a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by registered as a clearing agency under the Company Exchange Act within ninety (90) 90 days after it becomes aware of such cessation, event or (ii) the Company in its sole discretion, executes and subject delivers to the procedures of Trustee an Officers’ Certificate to the Depositary, determines effect that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes Securities registered in such names as the Depositary shall directdirect in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. Except as provided in this paragraph (b), a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary. (c) Any Global Security issued hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY. In addition, so long as the Depository Trust Company is the Depositary, each Global Security registered in the name of DTC or its nominee shall bear a legend in substantially the following form: UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Such legends may be modified or added to in order to satisfy the requirements, customs or reasonable requests of a Depositary. (d) The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. (e) Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof. (f) The Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities represented by a Global Security as shall be specified in a written statement of the Depositary or by the applicable procedures of such Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.” 28. The Sections of the Indenture previously numbered 2.14, 2.15 and 2.16 are renumbered to 2.16, 2.17 and 2.18, respectively. 29. The first sentence of Section 2.16(a) (“INITIAL AND PERIODIC STATEMENTS”) is amended by deleting the first clause (which had read “Subject to the rejection of a Subscription Agreement pursuant to Section 2.2,”).

Global Securities. The Notes offered (a) A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor thereof, and sold no such transfer to QIBs any such other Person may be registered; provided that the foregoing shall not prohibit any transfer of a Security that is issued in transactions exchange for a Global Security but is not involving itself a public offering, exempt from registration Global Security. No transfer of a Security to any Person shall be effective under this Indenture or the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), unless and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case until such Security has been registered in the name of such Person. Notwithstanding any other provisions of this Indenture or the Depositary Securities, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.6 and this Section 2.12. (b) Subject to the succeeding paragraph, every Security shall be subject to the restrictions on transfer provided in the Legend including the delivery of an opinion of counsel, if so provided. Whenever any Restricted Security is presented or surrendered for registration of transfer or for exchange for a Security registered in a name other than that of the Holder, such Security must be accompanied by a certificate in substantially the form set forth in Exhibit B, dated the date of such surrender and signed by the Holder of such Security, as to compliance with such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Security not so accompanied by a properly completed certificate. (c) The restrictions imposed by the Legend upon the transferability of any Security shall cease and terminate when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Security for exchange to the Registrar in accordance with the provisions of this Section 2.12 (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company and in form acceptable to the Company, to the effect that the transfer of such Security has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Security, of like tenor and aggregate Principal Amount, which shall be not bear the restrictive Legend. The Depository Trust Company) or its nominee. Except Company shall inform the Trustee of the effective date of any registration statement registering the Securities under the limited circumstances described below, Notes represented by such Global Securities will Act. The Trustee shall not be exchangeable forliable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel or registration statement. (d) As used in the preceding two paragraphs of this Section 2.12, the term "transfer" encompasses any sale, pledge, transfer, hypothecation or other disposition of any Security. (e) The provisions of clauses (1), (2), (3) and will (4) below shall apply only to Global Securities: (1) Notwithstanding any other provisions of this Indenture or the Securities, a Global Security shall not otherwise be issuable as, Notes exchanged in definitive form whole or in part for a Security registered in names the name of any Person other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary one or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such more nominees thereof, provided that a Global Security will not may be considered the Holders thereof exchanged for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes Securities registered in the names of persons other than any person designated by the Depositary or its nominee (including notes issued in definitive form) only if the event that (i) the Depositary notifies has notified the Company that it is unwilling or unable to continue as a Depositary for such Global Security or such Depositary has ceased to be a "clearing agency" registered under the Exchange Act, and no a successor Depositary shall have been is not appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation90 days, (ii) the Company in its sole discretion, and subject has provided the Depositary with written notice that it has decided to the procedures discontinue use of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to system of book-entry transfer through the Depositary, Depositary or any successor Depositary or (iii) an Event of Default has occurred and is continuing with respect to the NotesSecurities. Any Global Security exchanged pursuant to clauses (i) or (ii) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is exchangeable pursuant to registered in the preceding sentence name of a Person other than the Depositary or a nominee thereof shall not be a Global Security. (2) Securities issued in exchange for a Global Security or any portion thereof shall be exchangeable for Notes issued in definitive, fully registered form, without interest coupons, shall have an aggregate Principal Amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall directdesignate and shall bear the applicable legends provided for herein. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the Principal Amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (3) Subject to the provisions of clause (5) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members (as defined below) and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Securities. (4) In the event of the occurrence of any of the events specified in clause (1) above, the Company will promptly make available to the Trustee a reasonable supply of Certificated Securities in definitive, fully registered form, without interest coupons. (5) Neither any members of, or participants in, the Depositary (collectively, the "Agent Members") nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Companya) or its nominee. Except under the limited circumstances described below, Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Common Depositary to a nominee of the Common Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or to a successor Common Depositary or its nominee. Owners . (b) Except as otherwise provided in this Thirty-Fourth Supplemental Indenture, owners of beneficial interests in such a Global Security Securities will not be considered the Holders holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Common Depositary or its nominee or to a successor Common Depositary or its nominee or except as described belownominee. The rights of Holders holders of such Global Security Securities shall be exercised only through the Common Depositary. . (c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if Indenture. If (i) an Event of Default with respect to the Depositary notifies the Company that it Senior Notes has occurred and is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, continuing; (ii) either Euroclear or Clearstream is closed for business for a continuous period of 14 days or more (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available; or (iii) subject to the procedures of Euroclear or Clearstream, the Company in its sole discretiondiscretion determines that a Global Security shall be exchangeable for Senior Notes in definitive registered form and executes and, and subject in each case, delivers to the procedures Security Registrar a written order of the Depositary, determines Company providing that such Global Security the Senior Notes shall be so exchangeable, in which case the Senior Notes shall be exchangeable for Senior Notes in definitive form will registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be printed in denominations of ¥100,000,000, or any integral multiple of ¥10,000,000 in excess thereof, and delivered be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. In the case of (i) and (ii) above, the registered holder of a Global Security (acting on behalf of one or more of the accountholders) may give notice to the DepositaryCompany and, or in the case of (iii) an Event of Default has occurred and is continuing with respect above, the Company may give notice to the Trustee, the Security Registrar, the Paying Agent and the registered holder of a Global Security, of its intention to exchange the Global Security for Senior Notes in definitive registered form on or after the Exchange Date. On or after the Exchange Date, the registered holder of the Global Security may, or in the case of (iii) above shall, surrender it to or to the order of the Paying Agent. In exchange for the Global Security, the Company shall deliver, or procure the delivery of, an equal aggregate principal amount of Senior Notes in definitive registered form, security printed in accordance with any applicable legal and stock exchange requirements. On exchange of the Global Security, the Company will procure that it is cancelled and, if its registered holder so requests, returned to such registered holder together with the relevant Senior Notes in definitive registered form. For these purposes, “Exchange Date” means a day specified in the notice requiring exchange falling not less than 60 days after that on which the notice requiring exchange is given and being a day on which banks are open for general business in The City of New York, Tokyo, London, the place in which the specified office of the Paying Agent is located and, except in the case of exchange pursuant to (ii) above, in the place in which each of Euroclear and Clearstream is located. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the owners or holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depositary Euroclear or Clearstream shall direct, or in the case of (ii) above and to the extent Euroclear or Clearstream is no longer in existence, the Senior Notes shall be registered in such names consistent with the books and records of Euroclear and Clearstream.

Global Securities. The Series 2017B Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2017B Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2017B Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2017B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2017B Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2017B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2017B Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The 3.450% Senior Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be issued initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust CompanyDTC) or its nominee. Except under the limited circumstances described below, 3.450% Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, 3.450% Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a 3.450% Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a [[5628593]] successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the Depositary. For the avoidance of doubt, where this Sixteenth Supplemental Indenture or the 3.450% Senior Notes provide for notice of any event or any other communication to a Holder, such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary (or its designee), including by electronic mail in accordance with accepted practices at the Depositary. A Global Security shall be exchangeable for 3.450% Senior Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) 90 days after it becomes aware of such cessation, or (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for 3.450% Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold If the Company establishes pursuant to QIBs in transactions not involving a public offering, exempt from registration under Section 301 hereof that the Securities Act, intended of a particular series are to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A a Global Security”), then the Company shall execute and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 205303 hereof, for one authenticate and deliver, a Global Security or more permanent Global Securities which (i) shall represent, and shall be denominated in an aggregate amount equal to the “Regulation S Permanent Global Security”)aggregate principal amount of, in each case all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under , (iii) shall be delivered by the limited circumstances described below, Notes represented by such Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Security is a Global Securities will not be exchangeable for, Security within the meaning of the Indenture hereinafter referred to and will not otherwise be issuable as, Notes in definitive form is registered in names the name of a Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee. The Global Securities nominee only in the limited circumstances described above may not be transferred except in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Global Security is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any definitive Security is issued in the name of [Cede & Co.] or in such other name as is requested by an authorized representative of the Depositary (and any payment is made to [Cede & Co.] or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, [Cede & Co.], has an interest herein." Notwithstanding the provisions of Section 305 hereof, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 305 hereof, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or its nominee. Owners of beneficial interests in such a Global Security will not be considered approved by the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee Company or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised only through the successor Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if If (i) at any time the Depositary for a series of Securities notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, series or if at any time the Depositary ceases to for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act at Act, or other applicable statute or regulation and a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been for such series is not appointed by the Company within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessationcondition, as the case may be or (ii) there shall have occurred and be continuing after any -30- 41 applicable grace periods an Event of Default with respect to the Securities for a series, then in each such case, this Section 311 shall no longer be applicable to the Securities of such series and the Company in its sole discretionwill execute, and subject to Section 305 hereof, the procedures Trustee will authenticate and deliver Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Depositary, determines that Global Securities of such series in exchange for such Global Security Securities. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by Global Securities and that the provisions of this Section 311 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 305 hereof, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Securities of such series in exchange for such Global Securities. Upon the exchange of the Global Securities for such Securities in definitive registered form without coupons, in authorized denominations, the Global Securities shall be so exchangeable, in which case Notes canceled by the Trustee. Such Securities in definitive registered form will be printed and delivered to issued in exchange for the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable Securities pursuant to the preceding sentence this Section 311, shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary, pursuant to the instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver Securities to the Depositary shall directfor delivery to the persons in whose names such Securities are so registered.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Companya) or its nominee. Except under the limited circumstances described below, Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Common Depositary to a nominee of the Common Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or to a successor Common Depositary or its nominee. Owners . (b) Except as otherwise provided in this Thirty-First Supplemental Indenture, owners of beneficial interests in such a Global Security Securities will not be considered the Holders holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Common Depositary or its nominee or to a successor Common Depositary or its nominee or except as described belownominee. The rights of Holders holders of such Global Security Securities shall be exercised only through the Common Depositary. . (c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if Indenture. If (i) an Event of Default with respect to the Depositary notifies the Company that it Senior Notes has occurred and is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, continuing; (ii) either Euroclear or Clearstream is closed for business for a continuous period of 14 days or more (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available; or (iii) subject to the procedures of Euroclear or Clearstream, the Company in its sole discretiondiscretion determines that a Global Security shall be exchangeable for Senior Notes in definitive registered form and executes and, and subject in each case, delivers to the procedures Security Registrar a written order of the Depositary, determines Company providing that such Global Security the Senior Notes shall be so exchangeable, in which case the Senior Notes shall be exchangeable for Senior Notes in definitive form will registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be printed in denominations of ¥100,000,000, or any integral multiple of ¥10,000,000 in excess thereof, and delivered be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. In the case of (i) and (ii) above, the registered holder of a Global Security (acting on behalf of one or more of the accountholders) may give notice to the DepositaryCompany and, or in the case of (iii) an Event of Default has occurred and is continuing with respect above, the Company may give notice to the Trustee, the Security Registrar, the Paying Agent and the registered holder of a Global Security, of its intention to exchange the Global Security for Senior Notes in definitive registered form on or after the Exchange Date. On or after the Exchange Date, the registered holder of the Global Security may, or in the case of (iii) above shall, surrender it to or to the order of the Paying Agent. In exchange for the Global Security, the Company shall deliver, or procure the delivery of, an equal aggregate principal amount of Senior Notes in definitive registered form, security printed in accordance with any applicable legal and stock exchange requirements. On exchange of the Global Security, the Company will procure that it is cancelled and, if its registered holder so requests, returned to such registered holder together with the relevant Senior Notes in definitive registered form. For these purposes, “Exchange Date” means a day specified in the notice requiring exchange falling not less than 60 days after that on which the notice requiring exchange is given and being a day on which banks are open for general business in The City of New York, Tokyo, London, the place in which the specified office of the Paying Agent is located and, except in the case of exchange pursuant to (ii) above, in the place in which each of Euroclear and Clearstream is located. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the owners or holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depositary Euroclear or Clearstream shall direct, or in the case of (ii) above and to the extent Euroclear or Clearstream is no longer in existence, the Senior Notes shall be registered in such names consistent with the books and records of Euroclear and Clearstream.

Global Securities. The Series 2023B Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2023B Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2023B Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2023B Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2023B Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2023B Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2023B Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Series 2017A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2017A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2017A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2017A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2017A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Series 2017A Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Series 2017A Notes registered in such names as the Depositary shall direct. Neither the Company, the Trustee nor any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Companya) or its nominee. Except under the limited circumstances described below, Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Common Depositary to a nominee of the Common Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or to a successor Common Depositary or its nominee. Owners . (b) Except as otherwise provided in this Thirtieth Supplemental Indenture, owners of beneficial interests in such a Global Security Securities will not be considered the Holders holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Common Depositary or its nominee or to a successor Common Depositary or its nominee or except as described belownominee. The rights of Holders holders of such Global Security Securities shall be exercised only through the Common Depositary. . (c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if Indenture. If (i) an Event of Default with respect to the Depositary notifies the Company that it Senior Notes has occurred and is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, continuing; (ii) either Euroclear or Clearstream is closed for business for a continuous period of 14 days or more (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available; or (iii) subject to the procedures of Euroclear or Clearstream, the Company in its sole discretiondiscretion determines that a Global Security shall be exchangeable for Senior Notes in definitive registered form and executes and, and subject in each case, delivers to the procedures Security Registrar a written order of the Depositary, determines Company providing that such Global Security the Senior Notes shall be so exchangeable, in which case the Senior Notes shall be exchangeable for Senior Notes in definitive form will registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be printed in denominations of ¥100,000,000, or any integral multiple of ¥10,000,000 in excess thereof, and delivered be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. In the case of (i) and (ii) above, the registered holder of a Global Security (acting on behalf of one or more of the accountholders) may give notice to the DepositaryCompany and, or in the case of (iii) an Event of Default has occurred and is continuing with respect above, the Company may give notice to the Trustee, the Security Registrar, the Paying Agent and the registered holder of a Global Security, of its intention to exchange the Global Security for Senior Notes in definitive registered form on or after the Exchange Date. On or after the Exchange Date, the registered holder of the Global Security may, or in the case of (iii) above shall, surrender it to or to the order of the Paying Agent. In exchange for the Global Security, the Company shall deliver, or procure the delivery of, an equal aggregate principal amount of Senior Notes in definitive registered form, security printed in accordance with any applicable legal and stock exchange requirements. On exchange of the Global Security, the Company will procure that it is cancelled and, if its registered holder so requests, returned to such registered holder together with the relevant Senior Notes in definitive registered form. For these purposes, “Exchange Date” means a day specified in the notice requiring exchange falling not less than 60 days after that on which the notice requiring exchange is given and being a day on which banks are open for general business in The City of New York, Tokyo, London, the place in which the specified office of the Paying Agent is located and, except in the case of exchange pursuant to (ii) above, in the place in which each of Euroclear and Clearstream is located. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the owners or holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depositary Euroclear or Clearstream shall direct, or in the case of (ii) above and to the extent Euroclear or Clearstream is no longer in existence, the Senior Notes shall be registered in such names consistent with the books and records of Euroclear and Clearstream.

Global Securities. The Notes offered and sold to QIBs (i) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (iii) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiiiv) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (v) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (vi) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (vii) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold to QIBs Capital Securities may be issued in transactions not involving a public offering, exempt from registration under the form of one or more Global Securities. If the Capital Securities Act, intended are to be allowed issued in the form of one or more Global Securities, then an Administrative Trustee on behalf of the Trust shall execute and the Property Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate liquidation amount of all of the Capital Securities to be resold issued in reliance the form of Global Securities and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, and (iii) shall be delivered by the Property Trustee to such Depositary or pursuant to such Depositary's instructions. Global Securities shall bear a legend substantially to the following effect: "This Capital Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the "Depositary"), or a nominee of the Depositary. This Capital Security is exchangeable for Capital Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Capital Security (other than a transfer of this Capital Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Capital Security Certificate is presented by an authorized representative of the Depositary to Banknorth Capital Trust II or its agent for registration of transfer, exchange or payment, and any Capital Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein." Capital Securities not represented by a Global Security issued in exchange for all or a part of a Global Security pursuant to this Section 7.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Capital Securities not represented by a Global Security to the Persons in whose names such definitive Capital Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Capital Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Capital Securities not represented by a Global Security therefor or any Capital Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or increased, as the case may be, and an endorsement shall be made on Rule 144A such Global Securities by the Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee may for all purposes, including the making of payments due on the Capital Securities, deal with the Depositary as the authorized representative of the Holders for the purposes of exercising the rights of Holders hereunder. The rights of the owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Capital Securities in global form with respect to any particular matter shall not be deemed inconsistent to the extent they do not represent an amount of Capital Securities in excess of those held in the name of the Depositary or its nominee. If at any time the Depositary for any Capital Securities represented by one or more Global Securities notifies the Trust that it is unwilling or unable to continue as Depositary for such Capital Securities or if at any time the Depositary for such Capital Securities shall no longer be eligible under this Section 7.12, the Trust shall appoint a successor Depositary with respect to such Capital Securities. If a successor Depositary for such Capital Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trusts election that such Capital Securities be represented by one or more Global Securities shall no longer be effective and the Trust shall execute, and the Property Trustee will be initially authenticate and deliver, Capital Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Capital Securities representing such Capital Securities in exchange for such Global Security or Capital Securities. The Trust may at any time and in its sole discretion determine that the Capital Securities issued in the form of one or more Global Securities (shall no longer be represented by a Global Security or Capital Securities. In such event the “Rule 144A Global Security”)Trust shall execute, and the Notes offered Property Trustee, shall authenticate and sold deliver, Capital Securities in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeabledefinitive registered form, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”)any authorized denominations, in each case registered in an aggregate liquidation amount equal to the name principal amount of the Depositary (which shall be The Depository Trust Company) Global Security or its nominee. Except under the limited circumstances described belowCapital Securities representing such Capital Securities, Notes represented by in exchange for such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names Security or Capital Securities. Notwithstanding any other provisions of this Trust Agreement (other than the Depositary or its nominee. The provisions set forth in Section 7.9), Global Securities described above may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or its nomineea nominee of such successor Depositary. Owners Interests of beneficial interests owners in such a Global Security will may be transferred or exchanged for Capital Securities not be considered the Holders thereof for any purpose under the Indenture, and no represented by a Global Security representing and Capital Securities not represented by a Note shall be exchangeable, except for another Global Security of like denomination and tenor to may be registered transferred or exchange for Global Securities in the name accordance with rules of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights and the provisions of Holders of such Global Security shall be exercised only through the Depositary. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall directSection 7.9.

Global Securities. The Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Companya) or its nominee. Except under the limited circumstances described below, Senior Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners . (b) Except as otherwise provided in this Forty-Seventh Supplemental Indenture, owners of beneficial interests in such a Global Security Securities will not be considered the Holders holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders holders of such Global Security Securities shall be exercised only through the Depositary. . (c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as provided in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notification, Senior Notes or if at any time the Depositary ceases shall no longer be registered or in good standing as a “clearing agency” registered pursuant to be a clearing agency registered under the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at a such time when as the Depositary is required to be so registered to act as such and the Depositary and no so notifies the Company and, in each case, the Company does not appoint a successor Depositary shall have been appointed by within 90 days after the Company within ninety (90) days after it receives such notice or becomes aware of such cessationcondition, as the case may be, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an any Event of Default or Default has occurred and is continuing with respect to the Senior Notes or (iii) subject to the procedures of the Depositary, the Company in its sole discretion determines that the Senior Notes shall be exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the Security Registrar a written order of the Company providing that the Senior Notes shall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in denominations of $2,000, or any integral multiple of $1,000 in excess thereof, and be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to the preceding sentence this Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depositary shall direct.

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security. (i) The Securities may only be transferred to a “Qualified Purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act.

Global Securities. The Notes offered and sold If an Issuer shall establish ------------------ pursuant to QIBs in transactions not involving a public offering, exempt from registration under Section 3.01 that the Securities Act, intended of a series are to be allowed to be resold issued in reliance on Rule 144A will be initially issued whole or in part in the form of one or more Global Securities (the “Rule 144A Global Security”)Securities, then such Issuer shall execute, and the Notes offered Guarantor shall execute, as applicable, the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed on, and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeableTrustee shall, in accordance with Section 2053.03 and the Issuer Order with respect to such series, for authenticate and deliver one or more permanent Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the “Regulation S Permanent aggregate principal amount of the outstanding Securities of such series to be represented by one or more Global Security”)Securities, in each case (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (which iii) shall be The Depository Trust Company) or its nominee. Except under delivered by the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than Trustee to the Depositary or its nominee. The Global pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Securities described above in definitive form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary". The Trustee shall deal with the Depositary and its nominee. participants as representatives of the Beneficial Owners of beneficial interests the Global Securities for purposes of exercising the rights of the Holders hereunder and under any Guarantees and the rights of the Beneficial Owners of the Global Securities shall be limited to those established by law and agreements between such Beneficial Owners and the Depositary and its participants. Beneficial Owners shall not be entitled to certificates for Global Securities as to which they are the Beneficial Owners. Requests and directions from, and votes of, such representatives shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Except as otherwise provided herein, unless and until it is exchanged in such whole or in part for Securities in definitive form, a Global Security will representing all or a portion of the Securities of a series may not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing transferred except as a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of whole by the Depositary for such series to a nominee of such Depositary or its by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or its a nominee or except as described belowof such successor Depositary. The rights Beneficial Owner's ownership of Holders Securities shall be recorded on the records of a participant of the Depositary that maintains such Beneficial Owner's account for such purpose and the participant's record ownership of such Global Security Securities shall be exercised only through recorded on the records of the Depositary. A If at any time the Depositary for the Securities of a series, whether as Holder of a Global Security shall be exchangeable for Notes registered or the recipient of certificateless depositary interests in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary a UK Global Security, notifies the Company applicable Issuer that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company Securities of such notification, series or if at any time the Depositary ceases to for Securities of a series shall no longer be a clearing agency registered or in good standing under the Exchange Act Act, or other applicable statute or regulation, and such Issuer shall not have appointed a successor Depositary with respect to the Securities of such series, such Issuer will execute, and the Guarantor shall execute, as applicable, the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed on, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or UK Global Security representing such series in exchange for such Global Security or UK Global Security, having the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed thereon. In addition, if at any time there shall have occurred and be continuing an Event of Default under this Indenture with respect to the Securities of such series, any Beneficial Owner of the Global Security, upon written request given by registered or certified mail to the applicable Issuer, shall be entitled to receive definitive Securities in an aggregate principal amount equal to and in exchange for its respective beneficial interest in the Global Security, executed, authenticated and delivered as aforesaid. The applicable Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, such Issuer will execute, and the Guarantor shall execute, as applicable, the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed on, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities, having the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed thereon. If specified by the applicable Issuer pursuant to Section 3.01 which respect to Securities of a time when series, the Depositary is required for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form on such terms as are acceptable to be so registered such Issuer and such Depositary. Thereupon, the applicable Issuer shall execute, and the Guarantor shall execute, as applicable, the notation of any Guarantees pursuant to act as such Depositary Article XIII or any Guarantees endorsed on, and no successor Depositary the Trustee shall have been appointed authenticate and deliver, without charge, (i) to each Person specified by the Company within ninety (90) days after it becomes aware Depositary a new Security or Securities of the same series, of any authorized denomination as requested by such cessationPerson in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security, having the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed thereon; and (ii) the Company in its sole discretion, and subject to the procedures Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the Depositarysurrendered Global Security and the aggregate principal amount of Securities delivered to the Beneficial Owners thereof, determines that having the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed thereon. Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be so exchangeable, canceled by the Trustee. Securities issued in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) an Event of Default has occurred and is continuing with respect to the Notes. Any exchange for a Global Security that is exchangeable pursuant to the preceding sentence this Section 3.11 shall be exchangeable for Notes registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall directinstruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered.

Global Securities. The Series 2011A Notes offered and sold to QIBs in transactions not involving a public offering, exempt from registration under the Securities Act, intended to be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Series 2011A Notes represented by such one or more Global Securities will not be exchangeable for, and will not otherwise be issuable as, Series 2011A Notes in definitive form registered in names other than the Depositary or its nomineeform. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Series 2011A Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described belownominee. The rights of Holders of such Global Security shall be exercised only through the Depositary. A Subject to the procedures of the Depositary, a Global Security shall be exchangeable for Series 2011A Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security and no successor Depositary shall have been appointed by the Company within ninety (90) days of receipt by the Company of such notificationCompany, or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company Company, in each case within ninety (90) 90 days after it the Company receives such notice or becomes aware of such cessation, (ii) the Company in its sole discretion, and subject to the procedures of the Depositary, discretion determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) there shall have occurred an Event of Default has occurred and is continuing with respect to the Notes. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the Depositary shall direct.Series

Global Securities. The Notes offered and sold to QIBs (a) Upon the election of the Holder after the Original Issue Date, which election need not be in transactions not involving a public offeringwriting, exempt from registration under the Securities Act, intended to owned by such Holder shall be allowed to be resold in reliance on Rule 144A will be initially issued in the form of one or more Global Securities (the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case registered in the name of the Depositary (which shall be The Depository Trust Company) or its nominee. Except under the limited circumstances described below, Notes represented by such Global Securities will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form registered in names other than the Depositary or its nominee. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee or thereof and delivered to a successor such Depositary or its a nominee thereof or except as described below. The rights of Holders of custodian therefor, and each such Global Security shall be exercised only through the Depositary. A constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security shall may be exchangeable exchanged in whole or in part for Notes registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the names name of persons any Person other than the Depositary or its nominee (including notes issued in definitive form) only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor Depositary shall have been is appointed by the Company within ninety (90) days of receipt by the Company of such notificationnotice, or if at any time the (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been is appointed by the Company within ninety (90) days after it becomes aware obtaining knowledge of such cessationevent, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Company Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in its sole discretionsuch Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and subject to be protected in relying, upon the procedures written identification of the owners of beneficial interests furnished by the Depositary, determines that and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so exchangeablesurrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in which case Notes in definitive form will be printed and delivered accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee, upon receipt of a Company Order, shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (iiid) an Event Every Security authenticated and delivered upon registration of Default has occurred transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is continuing registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) [Reserved]. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Notes. Any Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security that is exchangeable pursuant for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the preceding sentence foregoing, nothing herein shall be exchangeable for Notes registered in prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such names as holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary shall direct(or its nominee) as Holder of any Security.

Global Securities. The Notes offered and sold This Section 305(a) shall apply to QIBs Global Securities unless otherwise specified, as contemplated by Section 301. Notwithstanding anything in transactions not involving this Indenture to the contrary, unless issued in compliance with United States Treasury Regulations Section 1.163-5(c)(2)(i)(D) ("Non-Fungible Bearer Securities"), such securities ("Fungible Bearer Securities") will be represented by a public offeringGlobal Security deposited with the Book-Entry Depositary which, exempt from registration under pursuant to the Securities Act, intended Depositary Agreement and an agreement to be allowed entered into between DTC and the Book-Entry Depositary (the "DTC Agreement"), will issue to be resold in reliance on Rule 144A will be initially issued DTC in the form City of New York one or more Global Securities certificateless depositary interests (which together represent a 100% interest in the “Rule 144A Global Security”), and the Notes offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S will be initially issued in the form of one or more temporary Global Securities (the “Regulation S Temporary Global Security”), which will be exchangeable, in accordance with Section 205, for one or more permanent Global Securities (the “Regulation S Permanent Global Security”), in each case ) registered in the name of the Depositary (which shall be The Depository Trust Company) DTC or its nominee. Except under Pursuant to the limited circumstances described belowterms of the DTC Agreement, Notes represented by such Global Securities DTC will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form operate a book-entry system for the securities registered in names other than the Depositary or its nomineename. The Global Securities described above may not be transferred except Except as otherwise specified as contemplated by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. Owners of beneficial interests in such a Global Security will not be considered the Holders thereof for Section 301 hereof, any purpose under the Indenture, and no Global Security representing a Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee or except as described below. The rights of Holders of such Global Security shall be exercised exchangeable for definitive Securities only through the Depositaryas provided in this paragraph. A Global Security shall be exchangeable for Notes registered in the names of persons other than the Depositary or its nominee (including notes issued in definitive form) pursuant to this Section only if (i) if the Depositary Book-Entry Depositary, if any, notifies the Company Issuer, the Guarantor and the Trustee in writing that it is unwilling or unable to continue to act as Book-Entry Depositary and a successor Book-Entry Depositary for such Global Security and no successor Depositary shall have been is not appointed by the Company Issuer or the Guarantor within ninety (90) 120 days of receipt by the Company of such notification, (ii) if DTC notifies the Book-Entry Depositary that it is unwilling or unable to continue to hold the certificateless depositary interests issued by the Book-Entry Depositary with respect to the Global Securities, or if at any time the Depositary DTC is unable to or ceases to be a clearing agency registered under the Exchange Act at and a time when successor to DTC registered under the Depositary Exchange Act is required to be so registered to act as such Depositary and no successor Depositary shall have been not appointed by the Company within ninety (90) days after it becomes aware of such cessation, (ii) Book-Entry Depositary at the Company in its sole discretion, and subject to the procedures written request of the DepositaryIssuer or the Guarantor within 120 days, determines that such Global Security shall be so exchangeable, in which case Notes in definitive form will be printed and delivered to the Depositary, or (iii) upon the occurrence of an Event of Default has occurred under the Securities of such series upon the request of the holder of a Book-Entry Interest or (iv) at any time if the Issuer at its option and is continuing with respect to in its sole discretion determines that the NotesGlobal Securities of a particular series should be exchanged (in whole but not in part) for definitive Registered Securities of that series. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for, unless otherwise specified or contemplated by Section 301, definitive Registered Securities bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from which such interest shall accrue, the same Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest Payment Dates, redemption provisions, if any, specified currency and other terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive Registered Securities shall be registered in the names of the owners of the beneficial interests in such Global Securities as such names are from time to time provided, in the case of Global Securities with respect to which a corresponding certificateless depositary interest is held by DTC, by the relevant Agent Members holding interests in such Global Securities (as the names of such Agent Members are provided to the Issuer from time to time by DTC) and, in all other cases, by the Holder, to the Trustee. Global Securities which are Fungible Bearer Securities shall only be exchangeable for Notes definitive Registered Securities. Any Global Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as contemplated by Section 301, shall be exchangeable for Securities issuable in authorized denominations of a like aggregate principal amount and tenor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to receive physical delivery of Securities in definitive form and will not be considered the holders thereof for any purpose under this Indenture. In the event that a Global Security is surrendered for redemption in part pursuant to Section 1107, either (i) the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered or (ii) the Trustee shall endorse Schedule A to such Global Security to reflect the reduction in the principal amount at maturity of such Global Security as a result of such redemption. The Agent Members, DTC and any beneficial owners shall have no rights under this Indenture with respect to any Global Security held on their behalf by a Holder, or in relation to which they hold, directly or indirectly, Book-Entry Interests, and such Holder shall be treated by the Issuer, the Guarantor, the Trustee, and any agent of the Issuer, the Guarantor or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Guarantor, the Trustee, or any agent of the Issuer, the Guarantor or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Holder or impair, as between DTC or another clearing agency and its Agent Members and Holders, the operation of customary practices governing the exercise of the rights of a holder of any security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. In connection with any exchange of interests in a Global Security for definitive Securities of another authorized form, as provided in this subsection (a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Issuer shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such Global Security or the portion to be exchanged executed by the Issuer. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Holder to the Trustee, as the Issuer's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations as the portion of such Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this Section 305 shall be exchangeable for Securities issuable in the denominations specified as contemplated by Section 301 and registered in such names as the Depositary Holder of such Global Security shall direct. If a definitive Registered Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such definitive Registered Security, but will be payable on such Interest Payment Date only to the person to whom payments of interest in respect of such portion of such Global Security are payable. DTC may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture with respect to the Securities.