Common use of Notes Issuable in the Form of a Global Note Clause in Contracts

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereof.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof Sections 3.02 and 4.01 that the Notes of a particular series Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuer will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 4.03 and the Company Order Issuer Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Expected Final Payment Date of such Notes) of the Outstanding Notes of such series Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may the Issuer, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 3.04 or of Section 4.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 4.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series, Class or Tranche ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company shall Issuer will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company's election pursuant Issuer will execute, and the Indenture Trustee or its agent, upon receipt of an Issuer Certificate requesting the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange for such Global Note, will authenticate and deliver, individual Notes of such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal Amount equal to Section 2.05(c)(vithe Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) hereof shall The Issuer may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be effective with respect to the series of Notes evidenced represented by such Global Note and or Notes. In such event the Company shall Issuer will execute, and the Indenture Trustee, upon receipt of a Company Order written request by the Issuer for the authentication and delivery of individual Notes of such series Series, Class or Tranche in exchange in whole or in part for such Global Note, shall will authenticate and deliver, deliver individual Notes of such series Series, Class or Tranche of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuer pursuant to Sections 3.02 and 4.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer will execute, and the Indenture Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred and is continuing with respect to such Global Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes of that Tranche may exchange such Notes for individual Notes. (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 3.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofNote Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof 3.02 and Section 4.01 that the Notes of a particular series Series or Class are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuer will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 4.03 and the Company Order Issuer Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Expected Final Payment Date of such Notes) of the Outstanding Notes of such series Series or Class to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the TrusteeIssuer, upon receipt advice of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Notecounsel, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal deems to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofapplicable.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof Sections 2.02 and 3.01 that the Notes of a particular series or class are to be issued in whole or in part in the form of one or more Global Notes, then the Company Issuer shall execute and the Indenture Trustee or its agent shall, in accordance with Section 2.05 hereof 3.03 and the Company Order Issuer Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Expected Principal Payment Date of such Notes) of the Outstanding Notes of such series or class to be represented by such Global Note or Notes, or such portion thereof as the Issuer shall specify in an Issuer Certificate, (ii) in the case of Registered Notes, shall be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) if applicable, shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuer or its agent for registration of transfer, exchange or payment, and any certificate note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may the Issuer, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such series or class ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company Issuer shall appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuer within 90 ninety (90) days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company Issuer shall execute, and the TrusteeIndenture Trustee or its agent, upon receipt of a Company Order for an Issuer Certificate requesting the authentication and delivery of individual Notes of such series or class in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series or class of like tenor and terms in an aggregate Stated Principal Amount equal to the Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) If specified by the Issuer pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such series or class of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer shall execute, and the Indenture Trustee or its agent shall authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same series or class of like tenor and terms and of any authorized denomination as requested by such Person in an aggregate principal amount Stated Principal Amount equal to the principal amount of such Global Note and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iii) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing not less than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that class advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes of that class may exchange such Notes for individual Notes. (iv) In any exchange provided for in any of the preceding three paragraphs, the Issuer shall execute and the Indenture Trustee or its agent shall authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note shall be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee or the Note Registrar shall not be charged with knowledge or notice of deliver such Notes to the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofPersons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided in the Indenture referred to belowhereby, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) Notwithstanding any other provision of Section 2.06 hereof or of this Section 2.13, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only as described in the legend thereto. (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such the Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (A) The Company may at any time and in its sole discretion determine that all Outstanding (but not less than all) Notes of a series issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (B) Within seven days after the occurrence of an Event of Default, the Company shall execute, and the Trustee shall authenticate and deliver, Notes of such series in definitive registered form in any authorized denominations and in aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be canceled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the persons in whose names such Notes are registered. (d) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon 30 days' written notice to the Depositary but not prior to the first Interest Payment Date of the respective Global Notes, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the particular Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver make available for delivery, such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i1) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii2) shall be registered in the name of the Depositary or its nominee, (iii3) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv4) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided in the Indenture referred to belowhereby, this Global Note 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. Unless ." (b) Notwithstanding any other provision of Section 2.06 or of this Section 2.12, unless the terms of a Global Note is presented expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only to a nominee of the Depositary, or by an authorized representative a nominee of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), the Depositary to the Trustee for registration of transferDepositary, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" a successor Depositary for such Global Note selected or such other legend as may be required approved by the rules and regulations Company or to a nominee of the such successor Depositary. (b) (i1) If at any time the Depositary for a Global Note notifies the Company that it such Depositary is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the a Global Note shall no longer be eligible or in good standing registered as a clearing agency under the Securities Exchange Act of 1934 1934, as amended, or other applicable any successor statute or regulation, the Company shall may appoint a successor Depositary with respect to such Global Note. If (A) a successor Depositary for such Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, or (B) any Notes are represented by a Global Note at a time when an Event of Default with respect to the Notes shall have occurred and be continuing, then in each case the Company's election pursuant to Section 2.05(c)(vi) hereof the applicable Company Order shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series like tenor and terms in exchange for such Global Note, shall authenticate and delivermake available for delivery, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or of notice of the ineligibility of a Depositary unless a Responsible Officer responsible officer assigned to and working in its corporate trust administration department shall have actual knowledge thereof. (2) The Company may at any time and in its sole discretion determine that one or more Notes issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of like tenor and terms in exchange for such Global Note or Notes, shall authenticate and make available for delivery, individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (3) If agreed upon by the Company and the Depositary with respect to Notes issued in the form of a Global Note, the Depositary for such Global Note shall surrender such Global Note in exchange in whole or in part for individual Notes of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and make available for delivery, without a service charge, (A) to each Person specified by the Depositary, a new Note or Notes of like tenor and terms, and of any authorized denominations as requested by such Person in aggregate principal amount equal to and in exchange for the beneficial interest of such Person in such Global Note; and (B) to such Depositary a new Global Note of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of Notes delivered to Holders thereof. (4) In any exchange provided for in Section 2.12(c)(1),(2) or (3), the Company will execute and the Trustee will authenticate and make available for delivery, individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be cancelled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the Persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the Persons in whose names such Notes are registered, unless otherwise agreed upon by the Trustee and the Company. (d) Neither the Company, the Trustee or any Authenticating Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon thirty days' written notice to the Depositary, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes so surrendered to the Trustee, and such new Global Note shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes so surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.06 or Section 3.03, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange.

Notes Issuable in the Form of a Global Note. (a) If the The Company shall establish pursuant to Section 2.05 hereof that the issue Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the . The Company shall execute and the Trustee shall, in accordance with Section 2.05 2.5 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, represent and shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes$15,000,000, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided in the Indenture referred to belowhereby, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx)Company, to the Trustee trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) Notwithstanding any other provision of Section 2.6 hereof or of this Section 2.13, unless the terms of the Global Note expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only as described in the legend thereto. (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"), or other applicable statute or regulation, the Company shall appoint a successor Depositary Depositary, with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof issue the Notes in global form shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such the Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer responsible officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (ii) The Company may at any time and in its sole discretion determine that all (but not less than all) outstanding Notes issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be canceled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the persons in whose names such Notes are registered. (d) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon 30 days' written notice to the Depositary but not prior to the first Interest Payment Date of the respective Global Notes, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions to the Trustee, and the Company shall execute, and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary, a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.6 or Section 3.3 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange. (f) Except as provided above, owners of beneficial interests in a Global Note shall not be entitled to have Notes represented by such Global Note registered in their names, shall not receive or be entitled to receive physical delivery of Notes in certificated form and shall not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary and such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its members or participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note, 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. ARTICLE THREE

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 2.5 hereof that the Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 2.5 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary Depository or its nominee, (iii) shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary Depository (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided in the Indenture referred to belowhereby, this Global Note 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 Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx)Company, to the Trustee trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the DepositaryDepository. (b) Notwithstanding any other provision of Section 2.6 hereof or of this Section 2.13, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only as described in the legend thereto. (i) If at any time the Depositary Depository for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"), or other applicable statute or regulation, the Company shall appoint a successor Depositary Xxxxxxxxxx, with respect to such Global Note. If a successor Depositary Depository for such Global Note 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 pursuant to Section 2.05(c)(vi2.5(c)(vii) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such the Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary Depository unless a Responsible Officer responsible officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (ii) The Company may at any time and in its sole discretion determine that all (but not less than all) outstanding Notes of a series issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be canceled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depository for delivery to the persons in whose names such Notes are so registered, or if the Depository shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the persons in whose names such Notes are registered. (d) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon 30 days' written notice to the Depository but not prior to the first Interest Payment Date of the respective Global Notes, the Depository shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute, and the Trustee shall authenticate and deliver to, or at the direction of, the Depository, a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.6 or Section 3.3 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange. (f) Except as provided above, owners of beneficial interests in a Global Note shall not be entitled to have Notes represented by such Global Note registered in their names, shall not receive or be entitled to receive physical delivery of Notes in certificated form and shall not be considered the Holders thereof for any purpose under this Indenture. Members of or participants in the Depository shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository and such Depository may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner and Holder of such Global Note 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 Depository or impair, as between the Depository and its members or participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note, 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. ARTICLE THREE

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereof. (A) The Company may at any time and in its sole discretion determine that all outstanding (but not less than all) Notes of a series issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (B) Within seven days after the occurrence of an Event of Default with respect to any series of Global Notes, the Company shall execute, and the Trustee shall authenticate and deliver, Notes of such series in definitive registered form in any authorized denominations and in aggregate principal amount equal to the principal amount of such Global Notes in exchange for such Global Notes. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be cancelled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the persons in whose names such Notes are registered. (c) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (d) Pursuant to the provisions of this subsection, at the option of the Trustee (subject to Section 2.04(a) hereof) and upon 30 days' written notice to the Depositary but not prior to the first Interest Payment Date of the respective Global Notes, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 2.5 hereof that the Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 2.5 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary Depository or its nominee, (iii) shall be delivered by the Trustee to the Depositary Depository or pursuant to the DepositaryDepository's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary Depository (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided in the Indenture referred to belowhereby, this Global Note 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 Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor DepositaryDepository. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the DepositaryDepository. (b) Notwithstanding any other provision of Section 2.6 hereof or of this Section 2.13, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only as described in the legend thereto. (i) If at any time the Depositary Depository for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note 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 pursuant to Section 2.05(c)(vi2.5(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such the Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary Depository unless a Responsible Officer responsible officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (ii) The Company may at any time and in its sole discretion determine that all outstanding (but not less than all) Notes of a series issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be canceled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depository for delivery to the persons in whose names such Notes are so registered, or if the Depository shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the persons in whose names such Notes are registered. (d) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon 30 days' written notice to the Depository but not prior to the first Interest Payment Date of the respective Global Notes, the Depository shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depository a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.6 or Section 3.3 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereof.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof Sections 202 and 301 that the Notes of a particular series series, class or tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuer will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 303 and the Company Order Issuer Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Expected Principal Payment Date of such Notes) of the Outstanding Notes of such series series, class or tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuer or its agent for registration of transfer, exchange or payment, and any certificate note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the TrusteeIssuer, upon receipt advice of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Notecounsel, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal deems to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofapplicable.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof Sections 202 and 301 that the Notes of a particular series series, class or tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuer will execute and the Trustee shallor its agent will, in accordance with Section 2.05 hereof 303 and the Company Order Issuer Certificate delivered to the Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable terms document (i) shall will represent, shall and will be denominated in an amount equal to the aggregate stated principal amount (or in the case of Discount Notes, the aggregate stated principal amount at the Expected Principal Payment Date of such Notes) of, and shall have the same terms as, the outstanding Outstanding Notes of such series series, class or tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuer or its agent for registration of transfer, exchange or payment, and any certificate note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the TrusteeIssuer, upon receipt advice of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Notecounsel, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal deems to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofapplicable.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuing Entity establishes pursuant to Section 2.05 hereof Sections 2.02 and 3.01 that the Notes of a particular series Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuing Entity will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 3.03 and the Company Order Issuing Entity Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount of the same terms as, the outstanding Outstanding Notes of such series Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuing Entity will specify in an Issuing Entity Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuing Entity or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may the Issuing Entity, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuing Entity, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuing Entity that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series, Class or Tranche ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company shall Issuing Entity will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuing Entity within 90 ninety (90) days after the Company Issuing Entity receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall Issuing Entity will execute, and the TrusteeIndenture Trustee or its agent, upon receipt of a Company Order for an Issuing Entity Certificate requesting the authentication and delivery of individual Notes of such series Series, Class or Tranche in exchange for such Global Note, shall will authenticate and deliver, individual Notes of such series Series, Class or Tranche of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such the Global Note in exchange for such Global Note. (ii) The Issuing Entity may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be represented by such Global Note or Notes. In such event the Issuing Entity will execute, and the Indenture Trustee, upon receipt of a written request by the Issuing Entity for the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange in whole or in part for such Global Note, will authenticate and deliver individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form in an aggregate Stated Principal Amount equal to the Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuing Entity pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuing Entity and such Depository. Thereupon the Issuing Entity will execute, and the Indenture Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes may exchange such Notes for individual Notes in definitive form. (v) In any exchange provided for in any of the preceding three paragraphs, the Issuing Entity will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 2.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofNote Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the particular Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver make available for delivery, such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i1) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii2) shall be registered in the name of the Depositary or its nominee, (iii3) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv4) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless Unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided in the Indenture referred to belowhereby, this Global Note 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. Unless ." (b) Notwithstanding any other provision of Section 2.06 or of this Section 2.12, unless the terms of a Global Note is presented expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only to a nominee of the Depositary, or by an authorized representative a nominee of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), the Depositary to the Trustee for registration of transferDepositary, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" a successor Depositary for such Global Note selected or such other legend as may be required approved by the rules and regulations Company or to a nominee of the such successor Depositary. (b) (i1) If at any time the Depositary for a Global Note notifies the Company that it such Depositary is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the a Global Note shall no longer be eligible or in good standing registered as a clearing agency under the Securities Exchange Act of 1934 1934, as amended, or other applicable any successor statute or regulation, the Company shall may appoint a successor Depositary with respect to such Global Note. If (A) a successor Depositary for such Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, or (B) any Notes are represented by a Global Note at a time when an Event of Default with respect to the Notes shall have occurred and be continuing, then in each case the Company's election pursuant to Section 2.05(c)(vi) hereof the applicable Company Order shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series like tenor and terms in exchange for such Global Note, shall authenticate and delivermake available for delivery, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or of notice of the ineligibility of a Depositary unless a Responsible Officer responsible officer assigned to and working in its corporate trust administration department shall have actual knowledge thereof. (2) The Company may at any time and in its sole discretion determine that one or more Notes issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of like tenor and terms in exchange for such Global Note or Notes, shall authenticate and make available for delivery, individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (3) If agreed upon by the Company and the Depositary with respect to Notes issued in the form of a Global Note, the Depositary for such Global Note shall surrender such Global Note in exchange in whole or in part for individual Notes of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and make available for delivery, without a service charge, (A) to each Person specified by the Depositary, a new Note or Notes of like tenor and terms, and of any authorized denomination as requested by such Person, in aggregate principal amount equal to and in exchange for the beneficial interest of such Person in such Global Note; and (B) to such Depositary a new Global Note of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of Notes delivered to Holders thereof. (4) In any exchange provided for in Section 2.12(c)(1),(2) or (3), the Company will execute and the Trustee will authenticate and make available for delivery, individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be cancelled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the Persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the Persons in whose names such Notes are registered, unless otherwise agreed upon by the Trustee and the Company. (d) Neither the Company, the Trustee or any Authenticating Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon thirty days' written notice to the Depositary, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes so surrendered to the Trustee, and such new Global Note shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes so surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.06 or Section 3.03, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee or an agent thereof shall, in accordance with Section 2.05 hereof 2.02 and the written order of the Company Order delivered to the Trustee or its agent thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, of the outstanding Notes of such series to be represented by such Global Note or Notes, or such portion thereof as the Company shall specify in a written order of the Company signed by two Officers, (ii) shall be registered in the name of the Depositary for such Global Note or Notes or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless Unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided securities in the Indenture referred to belowdefinitive form, this Global Note 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. Unless this Global Note certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), the Depositary to the Trustee Company or its agent for registration of transfer, exchange exchange, or payment, and any certificate issued is registered in the name of Cede & Co. the nominee of the Depositary or in such other name as is requested by an authorized representative of The Depository Trust Company the Depositary (and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by the nominee of the Depositary or to any person such other entity as is wrongful since 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.the nominee of the Depositary, has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary." (b) Notwithstanding any other provision of this Section 2.12 or of Section 2.05, and subject to the provisions of paragraph (c) below, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to a nominee of the Depositary for such Global Note, or to the Depositary, or a successor Depositary for such Global Note selected or approved by the Company, or to a nominee 37 of such successor Depositary. (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note Notes shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or any other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant Company and the Guaranteeing Subsidiaries will execute, and the Trustee or an agent thereof, upon receipt of a written order of the Company signed by two Officers for the authentication and delivery of individual Definitive Notes in exchange for such Global Note, will authenticate and deliver, individual Definitive Notes of like tenor and terms in an aggregate principal amount equal to Section 2.05(c)(vithe principal amount of the Global Note in exchange for such Global Note. (ii) hereof The Company may at any time and in its sole discretion determine that the Notes issued in the form of one or more Global Notes shall no longer be effective with respect to the series of Notes evidenced represented by such Global Note and or Notes. In such event the Company shall will execute, and the Trustee, upon receipt of a written order of the Company Order signed by two Officers for the authentication and delivery of individual Definitive Notes of such series in exchange in whole or in part for such Global Note, shall will authenticate and deliver, deliver individual Definitive Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note. The Trustee shall not be charged with knowledge Note or notice Notes. (iii) If specified by the Company pursuant to a written order of the ineligibility Company signed by two Officers, the Depositary for a Global Note may surrender such Global Note in exchange in whole or in part for individual Definitive Notes of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee or an agent thereof, upon a written order of the Company signed by two Officers, shall authenticate and deliver, without service charge, (1) to each Person specified by such Depositary unless a Responsible Officer shall have actual knowledge new Definitive Note or Notes of like tenor and terms and of any authorized denomination as requested by such Person in an aggregate principal amount equal to and in exchange for such Person's beneficial interest as specified by such Depositary in the Global Note; and (2) to such Depositary a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of Definitive Notes delivered to Holders thereof.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer responsible officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (A) The Company may at any time and in its sole discretion determine that all outstanding (but not less than all) Notes of a series issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (B) Within seven days after the occurrence of an Event of Default with respect to any series of Global Notes, the Company shall execute, and the Trustee shall authenticate and deliver, Notes of such series in definitive registered form in any authorized denominations and in aggregate principal amount equal to the principal amount of such Global Notes in exchange for such Global Notes. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be cancelled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the persons in whose names such Notes are registered. (c) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (d) Pursuant to the provisions of this subsection, at the option of the Trustee (subject to Section 2.04(a) hereof) and upon 30 days' written notice to the Depositary but not prior to the first Interest Payment Date of the respective Global Notes, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's ’s instruction and (iv) shall bear a legend substantially to the following effect: "“This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" ” or such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibilityineligibility or lack of good standing, the Company's ’s election pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility or lack of good standing of a Depositary unless a Responsible Officer shall have actual knowledge thereof.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof Sections 2.02 and 3.01 that the Notes of a particular series Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuer will execute and the Trustee shallNote Registrar will, in accordance with Section 2.05 hereof 3.03 and the Company Order Issuer Certificate delivered to the Trustee Note Registrar thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Expected Principal Payment Date of such Notes) of the Outstanding Notes of such series Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Trustee Note Registrar to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuer or its agent for registration of transfer, exchange or payment, and any certificate note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may the Issuer, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Definitive Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository. (c) Unless otherwise specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series, Class or Tranche ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company shall Issuer will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuer within 90 ninety (90) days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company's election pursuant Issuer will execute, and the Note Registrar, upon receipt of an Issuer Certificate requesting the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange for such Global Note, will authenticate and deliver, individual Definitive Notes of such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal Amount equal to Section 2.05(c)(vithe Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) hereof shall The Issuer may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be effective with respect to the series of Notes evidenced represented by such Global Note and or Notes. In such event the Company shall Issuer will execute, and the TrusteeNote Registrar, upon receipt of a Company Order an Issuer Certificate for the authentication and delivery of individual Notes of such series Series, Class or Tranche in exchange in whole or in part for such Global Note, shall will authenticate and deliver, deliver individual Definitive Notes of such series Series, Class or Tranche of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuer pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in Definitive Note form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer will execute, and the Note Registrar will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing not less than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes of that Tranche may exchange such Notes for individual Definitive Notes. (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Note Registrar will authenticate and deliver individual Definitive Notes in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Definitive Notes, such Global Note will be canceled by the Note Registrar. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 2.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Note Registrar. The Trustee shall not be charged with knowledge or notice of Note Registrar will deliver such Notes to the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofPersons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuing Entity establishes pursuant to Section 2.05 hereof Sections 2.02 and 3.01 that the Notes of a particular series Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuing Entity will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 3.03 and the Company Order Issuing Entity Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Scheduled Principal Payment Date of such Notes) of the Outstanding Notes of such series Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuing Entity will specify in an Issuing Entity Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuing Entity or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may the Issuing Entity, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuing Entity, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuing Entity that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series, Class or Tranche ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company shall Issuing Entity will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuing Entity within 90 days after the Company Issuing Entity receives such notice or becomes aware of such ineligibility, the Company's election pursuant Issuing Entity will execute, and the Indenture Trustee or its agent, upon receipt of an Issuing Entity Certificate requesting the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange for such Global Note, will authenticate and deliver, individual Notes of such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal Amount equal to Section 2.05(c)(vithe Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) hereof shall The Issuing Entity may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be effective with respect to the series of Notes evidenced represented by such Global Note and or Notes. In such event the Company shall Issuing Entity will execute, and the Indenture Trustee, upon receipt of a Company Order written request by the Issuing Entity for the authentication and delivery of individual Notes of such series Series, Class or Tranche in exchange in whole or in part for such Global Note, shall will authenticate and deliver, deliver individual Notes of such series Series, Class or Tranche of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuing Entity pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuing Entity and such Depository. Thereupon the Issuing Entity will execute, and the Indenture Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes may exchange such Notes for individual Notes. (v) In any exchange provided for in any of the preceding three paragraphs, the Issuing Entity will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 2.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofNote Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuing Entity establishes pursuant to Section 2.05 hereof Sections 2.02 and 3.01 that the Notes of a particular series Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuing Entity will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 3.03 and the Company Order Issuing Entity Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Scheduled Principal Payment Date of such Notes) of the Outstanding Notes of such series Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuing Entity will specify in an Issuing Entity Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuing Entity or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may the Issuing Entity, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuing Entity, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuing Entity that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series, Class or Tranche ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company shall Issuing Entity will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuing Entity within 90 days after the Company Issuing Entity receives such notice or becomes aware of such ineligibility, the Company's election pursuant Issuing Entity will execute, and the Indenture Trustee or its agent, upon receipt of an Issuing Entity Certificate requesting the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange for such Global Note, will authenticate and deliver, individual Notes of such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal Xxxxxx equal to Section 2.05(c)(vithe Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) hereof shall The Issuing Entity may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be effective with respect to the series of Notes evidenced represented by such Global Note and or Notes. In such event the Company shall Issuing Entity will execute, and the Indenture Trustee, upon receipt of a Company Order written request by the Issuing Entity for the authentication and delivery of individual Notes of such series Series, Class or Tranche in exchange in whole or in part for such Global Note, shall will authenticate and deliver, deliver individual Notes of such series Series, Class or Tranche of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuing Entity pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuing Entity and such Depository. Thereupon the Issuing Entity will execute, and the Indenture Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes may exchange such Notes for individual Notes. (v) In any exchange provided for in any of the preceding three paragraphs, the Issuing Entity will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 2.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofNote Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereof.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuing Entity establishes pursuant to Section 2.05 hereof Sections 2.02 and 3.01 that the Notes of a particular series Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuing Entity will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 3.03 and the Company Order Issuing Entity Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Scheduled Principal Payment Date of such Notes) of the Outstanding Notes of such series Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuing Entity will specify in an Issuing Entity Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuing Entity or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may the Issuing Entity, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuing Entity, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuing Entity that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series, Class or Tranche ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company shall Issuing Entity will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuing Entity within 90 days after the Company Issuing Entity receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall Issuing Entity will execute, and the TrusteeIndenture Trustee or its agent, upon receipt of a Company Order for an Issuing Entity Certificate requesting the authentication and delivery of individual Notes of such series Series, Class or Tranche in exchange for such Global Note, shall will authenticate and deliver, individual Notes of such series Series, Class or Tranche of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such the Global Note in exchange for such Global Note. (ii) The Issuing Entity may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be represented by such Global Note or Notes. In such event the Issuing Entity will execute, and the Indenture Trustee or its agent, upon receipt of a written request by the Issuing Entity for the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange in whole or in part for such Global Note, will authenticate and deliver individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form in an aggregate Stated Principal Amount equal to the Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuing Entity pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuing Entity and such Depository. Thereupon the Issuing Entity will execute, and the Indenture Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in definitive form in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes may exchange such Notes for individual Notes. (v) In any exchange provided for in any of the preceding four paragraphs (with respect to clause (i) above, only to the extent necessary), the Issuing Entity will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 2.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofNote Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof Sections 2.02 and 3.01 that the Notes of a particular series Series or Class are to be issued in whole or in part in the form of one or more Global Notes, then the Company Issuer shall execute and the Indenture Trustee or its agent shall, in accordance with Section 2.05 hereof 3.03 and the Company Order Issuer Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Scheduled Final Payment Date of such Notes) of the Outstanding Notes of such series Series or Class to be represented by such Global Note or Notes, or such portion thereof as the Issuer shall specify in an Issuer Certificate, (ii) in the case of Registered Notes, shall be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the DepositaryDepository's instruction and instruction, (iv) if applicable, shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx"DTC"), to the Trustee Issuer or its agent for registration of transfer, exchange or payment, and any certificate note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or and (v) may bear such other legend as may the Issuer, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series or Class ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company Issuer shall appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuer within 90 ninety (90) days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company Issuer shall execute, and the TrusteeIndenture Trustee or its agent, upon receipt of a Company Order for an Issuer Certificate requesting the authentication and delivery of individual Notes of such series Series or Class in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series Series or Class of like tenor and terms in an aggregate Stated Principal Amount equal to the Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) The Issuer may at any time and in its sole discretion determine that the Notes of any Series or Class or portion thereof issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Issuer shall execute, and the Indenture Trustee, upon receipt of an Issuer Certificate for the authentication and delivery of individual Notes of such Series or Class in exchange in whole or in part for such Global Note, shall authenticate and deliver individual Notes of such Series or Class of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such Global Note or Notes representing such Series or Class or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuer pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series or Class of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer shall execute, and the Indenture Trustee or its agent shall authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series or Class of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person's beneficial interest in the Global Note; and (B) to such Depository a new Global Note of 25 like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing not less than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Class advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes of that Class may exchange such Notes for individual Notes. (v) In any exchange provided for in any of the preceding three paragraphs, the Issuer shall execute and the Indenture Trustee or its agent shall authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note shall be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Indenture Trustee or the Note Registrar in writing. The Indenture Trustee or the Note Registrar shall not be charged with knowledge or notice of deliver such Notes to the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofPersons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof Sections 2.02 and 3.01 that the Notes of a particular series Series or Class are to be issued in whole or in part in the form of one or more Global Notes, then the Company Issuer shall execute and the Indenture Trustee or its agent shall, in accordance with Section 2.05 hereof 3.03 and the Company Order Issuer Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Scheduled Final Payment Date of such Notes) of the Outstanding Notes of such series Series or Class to be represented by such Global Note or Notes, or such portion thereof as the Issuer shall specify in an Issuer Certificate, (ii) in the case of Registered Notes, shall be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the DepositaryDepository's instruction and instruction, (iv) if applicable, shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx"DTC"), to the Trustee Issuer or its agent for registration of transfer, exchange or payment, and any certificate note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or and (v) may bear such other legend as may the Issuer, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (ic) If at any time below, unless the Depositary for terms of a Global Note notifies or the Company that it is unwilling or unable to continue as Depositary for applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or if at any time the Depositary in part for the individual Notes, a Global Note shall no longer may be eligible or transferred, in good standing under whole but not in part and in the Securities Exchange Act manner provided in Section 3.05, only to a nominee of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange Depository for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal or to the principal amount of Depository, or a successor Depository for such Global Note in exchange for selected or approved by the Issuer, or to a nominee of such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofsuccessor Depository.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Notes notes represented hereby as provided in the Indenture referred to belowhereby, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) Notwithstanding any other provision of Section 2.06 or of this Section 2.13, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only as described in the legend thereto. (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such the Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer responsible officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (ii) The Company may at any time and in its sole discretion determine that all outstanding (but not less than all) Notes of a series issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be cancelled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the persons in whose names such Notes are registered. (d) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuing Entity establishes pursuant to Section 2.05 hereof Sections 2.02 and 3.01 that the Notes of a particular series Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuing Entity will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 3.03 and the Company Order Issuing Entity Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount of the same terms as, the outstanding Outstanding Notes of such series Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuing Entity will specify in an Issuing Entity Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuing Entity or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may the Issuing Entity, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuing Entity, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuing Entity that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series, Class or Tranche ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company shall Issuing Entity will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuing Entity within 90 days after the Company Issuing Entity receives such notice or becomes aware of such ineligibility, the Company's election pursuant Issuing Entity will execute, and the Indenture Trustee or its agent, upon receipt of an Issuing Entity Certificate requesting the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange for such Global Note, will authenticate and deliver, individual Notes of such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal Amount equal to Section 2.05(c)(vithe Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) hereof shall The Issuing Entity may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be effective with respect to the series of Notes evidenced represented by such Global Note and or Notes. In such event the Company shall Issuing Entity will execute, and the Indenture Trustee, upon receipt of a Company Order written request by the Issuing Entity for the authentication and delivery of individual Notes of such series Series, Class or Tranche in exchange in whole or in part for such Global Note, shall will authenticate and deliver, deliver individual Notes of such series Series, Class or Tranche of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuing Entity pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuing Entity and such Depository. Thereupon the Issuing Entity will execute, and the Indenture Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes may exchange such Notes for individual Notes. (v) In any exchange provided for in any of the preceding three paragraphs, the Issuing Entity will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 2.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofNote Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series or tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Outstanding Notes of such series or tranche to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided in the Indenture referred to belowhereby, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person Person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) Notwithstanding any other provision of Section 2.06 hereof or of this Section 2.13, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only as described in the legend thereto. (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series or tranche of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series or tranche in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series or tranche of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such the Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (A) The Company may at any time and in its sole discretion determine that all Outstanding (but not less than all) Notes of a series or tranche issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note or Notes, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (B) Within seven days after the occurrence of an Event of Default, the Company shall execute, and the Trustee shall authenticate and deliver, Notes of such series or tranche in definitive registered form in any authorized denominations and in aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be canceled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the Persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the Persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the Persons in whose names such Notes are registered. (d) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon 30 days' written notice to the Depositary but not prior to the first Interest Payment Date of the respective Global Notes, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical Maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided in the Indenture referred to belowhereby, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Depositary Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx)Company, to the Trustee trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Depositary Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) Notwithstanding any other provision of Section 2.06 hereof or of this Section 2.13, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only as described in the legend thereto. (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"), or other applicable statute or regulation, the Company shall appoint a successor Depositary Depositary, with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi2.05(c)(vii) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such the Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer responsible officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (ii) The Company may at any time and in its sole discretion determine that all (but not less than all) outstanding Notes of a series issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be canceled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the persons in whose names such Notes are registered. (d) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon 30 days' written notice to the Depositary but not prior to the first Interest Payment Date of the respective Global Notes, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute, and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary, a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange. ARTICLE THREE

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuing Entity establishes pursuant to Section 2.05 hereof Sections 2.02 and 3.01 that the Notes of a particular series Series or Class are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuing Entity will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 3.03 and the Company Order Issuing Entity Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Expected Principal Distribution Date of such Notes) of the Outstanding Notes of such series Series or Class to be represented by such Global Note or Notes, or such portion thereof as the Issuing Entity will specify in an Issuing Entity Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuing Entity or its agent for registration of transfer, exchange or payment, and any certificate note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may the Issuing Entity, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 2.04 or of Section 3.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 3.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuing Entity, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuing Entity that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series or Class ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company shall Issuing Entity will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuing Entity within 90 ninety (90) days after the Company Issuing Entity receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall Issuing Entity will execute, and the TrusteeIndenture Trustee or its agent, upon receipt of a Company Order for an Issuing Entity Certificate requesting the authentication and delivery of individual Notes of such series Series or Class in exchange for such Global Note, shall will authenticate and deliver, individual Notes of such series Series or Class of like tenor and terms in an aggregate Stated Principal Amount equal to the Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) The Issuing Entity may at any time and in its sole discretion determine that the Notes of any Series or Class or portion thereof issued or issuable in the form of one or more Global Notes will no longer be represented by such Global Note or Notes. In such event the Issuing Entity will execute, and the Indenture Trustee, upon receipt of an Issuing Entity Certificate requesting the authentication and delivery of individual Notes of such Series or Class in exchange in whole or in part for such Global Note, will authenticate and deliver individual Notes of such Series or Class of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such Global Note or Notes representing such Series or Class or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuing Entity pursuant to Sections 2.02 and 3.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series or Class of like tenor and terms in definitive form on such terms as are acceptable to the Issuing Entity and such Depository. Thereupon the Issuing Entity will execute, and the Indenture Trustee or its agent will authenticate and deliver, upon delivery by the Issuing Entity of an authentication order to the Indenture Trustee, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series or Class of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred with respect to such Global Notes, and Holders of Notes evidencing not less than 50% of the unpaid Outstanding Principal Amount of the Global Notes of that Class advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes of that Class may exchange such Notes for individual Notes. (v) In any exchange provided for in any of the preceding three paragraphs, the Issuing Entity will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofNote Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), ) to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereof.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided in the Indenture referred to belowhereby, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Wxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person Person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) Notwithstanding any other provision of Section 2.06 hereof or of this Section 2.13, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only as described in the legend thereto. (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such the Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (A) The Company may at any time and in its sole discretion determine that all Outstanding (but not less than all) Notes of a series issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes in exchange for such Global Note or Notes, shall authenticate and deliver individual Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (B) Within seven days after the occurrence of an Event of Default, the Company shall execute, and the Trustee shall authenticate and deliver, Notes of such series in definitive registered form in any authorized denominations and in aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Note shall be canceled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the Persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to 21 deliver such Notes, the Trustee shall deliver such Notes to the Persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the Persons in whose names such Notes are registered. (d) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon 30 days' written notice to the Depositary but not prior to the first Interest Payment Date of the respective Global Notes, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx XxxxxxWater Streex, Xxx Xxxx, Xxx Xxxx), to the Trustee xx xxx Xrustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereof.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof Sections 3.02 and 4.01 that the Notes of a particular series Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuer will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 4.03 and the Company Order Issuer Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Expected Final Payment Date of such Notes) of the Outstanding Notes of such series Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as may the Issuer, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 3.04 or of Section 4.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 4.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series, Class or Tranche ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company shall Issuer will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company's election pursuant Issuer will execute, and the Indenture Trustee or its agent, upon receipt of an Issuer Certificate requesting the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange for such Global Note, will authenticate and deliver, individual Notes of such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal Xxxxxx equal to Section 2.05(c)(vithe Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) hereof shall The Issuer may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be effective with respect to the series of Notes evidenced represented by such Global Note and or Notes. In such event the Company shall Issuer will execute, and the Indenture Trustee, upon receipt of a Company Order written request by the Issuer for the authentication and delivery of individual Notes of such series Series, Class or Tranche in exchange in whole or in part for such Global Note, shall will authenticate and deliver, deliver individual Notes of such series Series, Class or Tranche of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuer pursuant to Sections 3.02 and 4.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer will execute, and the Indenture Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred and is continuing with respect to such Global Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes of that Tranche may exchange such Notes for individual Notes. (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 3.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofNote Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. Unless this Global Note is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), ) to the Trustee for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co., has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary. (b) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to the series of Notes evidenced by such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereof.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof Sections 3.02 and 4.01 that the Notes of a particular series Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuer will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof 4.03 and the Company Order Issuer Certificate delivered to the Indenture Trustee or its agent thereunder, authenticate and deliver deliver, such Global Note or Notes, which, unless otherwise specified provided in such Company Order, the applicable Indenture Supplement (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Stated Principal Amount (or in the same terms ascase of Discount Notes, the outstanding aggregate Stated Principal Amount at the Expected Final Payment Date of such Notes) of the Outstanding Notes of such series Series, Class or Tranche to be represented by such Global Note or Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) shall in the case of Registered Notes, will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to hereinA) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Evergreen Credit Card Trust (the “Issuer”) or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company 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 as the registered owner hereof, Cede & Co., has an interest herein”, or (B) “Unless this Note is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of CDS & Co. or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & Co. or to such other entity as is requested by an authorized representative of CDS), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, Cede CDS & Co., has an a property interest herein" in the securities represented by this note herein and it is a violation of its rights for another person to hold, transfer or deal with this note”, and (v) may bear such other legend as may the Issuer, upon advice of counsel, deems to be required by the rules and regulations of the Depositaryapplicable. (b) Notwithstanding any other provisions of this Section 3.04 or of Section 4.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 4.05, only to a nominee of the Depository for such Global Note, or to the Depository, or a successor Depository for such Global Note selected or approved by the Issuer, or to a nominee of such successor Depository. (c) With respect to Notes issued within the United States or Canada, unless otherwise specified in the applicable Indenture Supplement, or with respect to Notes issued outside the United States and Canada, if specified in the applicable Indenture Supplement: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes for such Series, Class or Tranche ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, in the Company shall case of Notes issued within the United States, or a clearing agency registered under the Securities Act (Ontario), or other applicable statute or regulation, in the case of Notes issued within Canada, the Issuer will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary Depository for such Global Note is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company's election pursuant Issuer will execute, and the Indenture Trustee or its agent, upon receipt of an Issuer Certificate requesting the authentication and delivery of individual Notes of such Series, Class or Tranche in exchange for such Global Note, will authenticate and deliver, individual Notes of such Series, Class or Tranche of like tenor and terms in an aggregate Stated Principal Amount equal to Section 2.05(c)(vithe Stated Principal Amount of the Global Note in exchange for such Global Note. (ii) hereof shall The Issuer may at any time and in its sole discretion determine that the Notes of any Series, Class or Tranche or portion thereof issued or issuable in the form of one or more Global Notes will no longer be effective with respect to the series of Notes evidenced represented by such Global Note and or Notes. In such event the Company shall Issuer will execute, and the Indenture Trustee, upon receipt of a Company Order written request by the Issuer for the authentication and delivery of individual Notes of such series Series, Class or Tranche in exchange in whole or in part for such Global Note, shall will authenticate and deliver, deliver individual Notes of such series Series, Class or Tranche of like tenor and terms in definitive form in an aggregate principal amount Stated Principal Amount equal to the principal amount Stated Principal Amount of such Global Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for such Global Note or Notes. (iii) If specified by the Issuer pursuant to Sections 3.02 and 4.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer will execute, and the Indenture Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of the same Series, Class or Tranche of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Stated Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Stated Principal Amount of the surrendered Global Note and the aggregate Stated Principal Amount of Notes delivered to the Holders thereof. (iv) If any Event of Default has occurred and is continuing with respect to such Global Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture Trustee and the Depository that a Global Note is no longer in the best interest of the Noteholders, the Holders of Global Notes of that Tranche may exchange such Notes for individual Notes. (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 3.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofNote Registrar will deliver such Notes to the Persons in whose names such Notes are so registered.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish Issuer establishes pursuant to Section 2.05 hereof 3.02 and Section 4.01 that the Term Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall Issuer will execute and the Indenture Trustee shallor its agent will, in accordance with Section 2.05 hereof and the Company Order delivered to the Trustee thereunder4.03, authenticate and deliver deliver, such Global Note or NotesNote, which, unless otherwise specified in such Company Order, which (i) shall will represent, shall and will be denominated in an amount equal to the aggregate principal amount of, and shall have Initial Principal Amount of the same terms as, the outstanding Term Notes of such series that are Outstanding to be represented by such Global Note or Global Notes, or such portion thereof as the Issuer will specify in an Issuer Certificate, (ii) shall will be registered in the name of the Depositary Depository for the beneficial owners of such Global Note or its nominee, (iii) shall will be delivered by the Indenture Trustee or its agent to the Depositary Depository or pursuant to the Depositary's instruction and Depository’s instruction, (iv) shall if applicable, will bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless and until it is exchanged in whole for the individual Notes represented hereby as provided in the Indenture referred to below, this Global Note 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. “Unless this Global Note is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx“DTC”), to the Trustee Issuer or its agent for registration of transfer, exchange or payment, and any certificate Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of The Depository Trust Company DTC (and any payment is made to Cede & Co.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 since inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or ” and (v) may bear such other legend as the Issuer, upon advice of counsel, deems to be applicable. DTC will credit interests in any Regulation S Global Note to participant accounts maintained by Clearstream or Euroclear with DTC according to the interests in such Regulation S Global Note maintained by participants in Clearstream or Euroclear, as the case may be required by the rules and regulations of the Depositarybe. (b) Notwithstanding any other provisions of this Section 3.04 or Section 4.04, and subject to the provisions of Section 3.04(c), a Global Note, or beneficial interest therein, may be transferred in the manner provided in Section 3.09 or Section 4.04, as applicable. (c) With respect to the Notes: (i) If at any time the Depositary Depository for a Global Note notifies the Company Issuer that it is unwilling or unable to continue as Depositary Depository for such Global Note or if at any time the Depositary Depository for the Global Note shall no longer Notes, ceases to be eligible or in good standing a clearing agency registered under the Securities Exchange Act of 1934 Act, or other applicable statute or regulation, the Company shall Issuer will appoint a successor Depositary Depository with respect to such Global Note. If a successor Depositary nominee for such Global Note is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company's election pursuant Issuer will execute, and the Indenture Trustee or its agent, upon receipt of an Issuer Certificate requesting the authentication and delivery of individual Notes in exchange for such Global Note, will authenticate and deliver, individual Notes of like tenor and terms in an aggregate Initial Principal Amount equal to Section 2.05(c)(vithe Initial Principal Amount of the Global Note in exchange for such Global Note. (ii) hereof shall To the extent permitted by law, the Issuer may at any time and in its sole discretion determine that the Notes or portion thereof issued or issuable in the form of EAST\146409251.8147895167.4 one or more Global Notes will no longer be effective with respect to the series of Notes evidenced represented by such Global Note and or Notes. In such event the Company shall Issuer will execute, and the Indenture Trustee, upon receipt of a Company Order request by the Issuer for the authentication and delivery of individual Notes of such series in exchange in whole or in part for such Global Note, shall will authenticate and deliver, deliver individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount Initial Principal Amount equal to the principal amount Initial Principal Amount of such Global Note in exchange for such Global Note or Notes. (iii) If specified by the Issuer pursuant to Section 3.02 and Section 4.01 with respect to Notes issued or issuable in the form of a Global Note, the Depository for such Global Note may surrender such Global Note in exchange in whole or in part for individual Notes of like tenor and terms in definitive form on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer will execute, and the Indenture Trustee or its agent will authenticate and deliver, without service charge, (A) to each Person specified by such Depository a new Note or Notes of like tenor and terms and of any authorized denomination as requested by such Person in aggregate Initial Principal Amount equal to and in exchange for such Person’s beneficial interest in the Global Note; and (B) to such Depository a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the Initial Principal Amount of the surrendered Global Note and the aggregate Initial Principal Amount of Notes delivered to the Holders thereof. (iv) If any Note Owner advises the Indenture Trustee and the Depository that it would prefer to receive an individual Note, such Note Owner may exchange its beneficial interest in such Global Note for individual Notes, to be delivered in electronic or physical form, as requested by the respective Note Owner. (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer will execute and the Indenture Trustee or its agent will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of the entire Initial Principal Amount of a Global Note for individual Notes, such Global Note will be canceled by the Indenture Trustee or its agent. Except as provided in the preceding paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 3.04 will be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, will instruct the Indenture Trustee or the Note Registrar. The Indenture Trustee shall not or the Note Registrar will deliver such Notes to the Persons in whose names such Notes are so registered. (vi) Any Note Owner holding an individual definitive Note may exchange its individual definitive Note for a beneficial interest in a Global Note to be charged issued in accordance with knowledge or clause (a) above, upon notice of to the ineligibility of a Depositary unless a Responsible Officer shall have actual knowledge thereofIndenture Trustee.

Notes Issuable in the Form of a Global Note. (a) If the Company shall establish pursuant to Section 2.05 hereof that the Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee or an agent thereof shall, in accordance with Section 2.05 hereof 2.02 and the Company Order delivered to the Trustee or its agent thereunder, authenticate and deliver such Global Note or Notes, which, unless otherwise specified in such Company Order, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, and shall have of the same terms as, the outstanding Outstanding Notes of such series to be represented by such Global Note or Notes, or such portion thereof as the Company shall specify in a Company Order, (ii) shall be registered in the name of the Depositary for such Global Note or Notes or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "This Note is a Global Note registered in the name of the Depositary (referred to herein) or a nominee thereof and, unless Unless and until it is exchanged in whole or in part for the individual Notes represented hereby as provided securities in the Indenture referred to belowdefinitive form, this Global Note 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. Unless this Global Note certificate is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), the Depositary to the Trustee Company or its agent for registration of transfer, exchange exchange, or payment, and any certificate issued is registered in the name of Cede & Co. the nominee of the Depositary or in such other name as is requested by an authorized representative of The Depository Trust Company the Depositary (and any payment is made to Cede & Co., any transfer, pledge or other use hereof for value or otherwise by the nominee of the Depositary or to any person such other entity as is wrongful since 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.the nominee of the Depositary, has an interest herein" or such other legend as may be required by the rules and regulations of the Depositary." (b) Notwithstanding any other provision of this Section 2.12 or of Section 2.05, and subject to the provisions of paragraph (c) below, a Global Note may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to a nominee of the Depositary for such Global Note, or to the Depositary, or a successor Depositary for such Global Note selected or approved by the Company, or to a nominee of such successor Depositary. (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the Global Note Notes shall no longer be eligible or in good standing under the Securities Exchange Act of 1934 or any other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Note. If a successor Depositary for such Global Note 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 pursuant Company and the Guarantors will execute, and the Trustee or an agent thereof, upon receipt of a Company Order for the authentication and delivery of individual Definitive Notes in exchange for such Global Note, will authenticate and deliver, individual Definitive Notes of like tenor and terms in an aggregate principal amount equal to Section 2.05(c)(vithe principal amount of the Global Note in exchange for such Global Note. (ii) hereof The Company may at any time and in its sole discretion determine that the Notes issued in the form of one or more Global Notes shall no longer be effective with respect to the series of Notes evidenced represented by such Global Note and or Notes. In such event the Company shall will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Definitive Notes of such series in exchange in whole or in part for such Global Note, shall will authenticate and deliver, deliver individual Definitive Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes. (iii) If specified by the Company pursuant to a Company Order, the Depositary for a Global Note may surrender such Global Note in exchange in whole or in part for individual Definitive Notes of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee or an agent thereof, upon receipt of a Company Order, shall authenticate and deliver, without service charge, (1) to each Person specified by such Depositary a new Definitive Note or Notes of like tenor and terms and of any authorized denomination as requested by such Person in an aggregate principal amount equal to and in exchange for such Person's beneficial interest as specified by such Depositary in the Global Note. The Trustee shall not be charged with knowledge or notice ; and (2) to such Depositary a new Global Note of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the ineligibility surrendered Global Note and the aggregate principal amount of Definitive Notes delivered to Holders thereof. (iv) In any exchange provided for in (i), (ii) or (iii) of this paragraph (c), the Company will execute and the Trustee or an agent thereof will authenticate and deliver individual Definitive Notes in registered form in authorized denominations. Upon the exchange of the entire principal amount of a Global Note for individual Definitive Notes, such Global Notes shall be cancelled by the Trustee or an agent thereof. Except as provided in (iii) above, Definitive Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary unless a Responsible Officer for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall have actual knowledge thereofinstruct either the Trustee or the Note Registrar. Such Trustee or the Note Registrar shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.