Common use of Book-Entry Provisions for Global Notes Clause in Contracts

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System and Clearstream Bank, S.A.), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System and Cedel Bank, S.A.), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A The Notes issued on the Issue Date initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. B. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B D with respect to Restricted Global Notes and Exhibit C E with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Notes, and the Depository Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Notes, and the Depository Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System (“Euroclear”) and Clearstream and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes shall initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Rule 144A Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,”). Unrestricted Securities initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Unrestricted Global Notes” and, together with the Restricted Rule 144A Global Note and any other global notes Regulation S Global Notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Rule 144A Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Notes, and the Depository Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”"RESTRICTED GLOBAL NOTE"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation "REGULATION S Global NoteGLOBAL NOTE,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”"GLOBAL NOTES"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Notes, and the Depository Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Each Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the a nominee of such Depository, in each case for credit to an account of an Agent Memberthe Depositary, (ii) be delivered to the Trustee as custodian for such Depository Custodian on behalf of the Depositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to the Securities Act Legend. Each Regulation S Global NotesNote initially shall (i) be registered in the name of a nominee for the Depositary, (ii) be delivered to the Custodian on behalf of the Depositary and (iii) bear the Securities Act Legend; provided that upon and following the expiration of the Distribution Compliance Period, such Securities Act Legend shall have no effect and may be removed by the Trustee upon the direction of the Company or a holder of any interest in the Regulation S Global Note with the approval of the Company. Members ofUpon and following the expiration of the Distribution Compliance Period, or direct or indirect participants in, interests in the Depository (“Regulation S Global Notes may be held by any Agent Members”) . Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodianCustodian, or under the Global Notes, and the Depository Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer or the Trustee any of them as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer or the Trustee any of them, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Global Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System (“Euroclear”) and Cedel Bank, S.A (“CEDEL”) and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Accredited Investor Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global NoteAccredited Investor Notes”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global NoteNotes,” and, together with the Restricted Global Note Accredited Investor Notes and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Custodian and (iii) except for Global Accredited Investor Notes issued to, or for the account of, Accredited Investors who have each made a Rule 144 Certification (“Unrestricted Global Accredited Investor Notes”), bear legends as set forth in Exhibit B the Private Placement Legend with respect to Global Accredited Investor Notes (Global Accredited Investor Notes bearing the Private Placement Legend, “Restricted Global Notes Accredited Investor Notes”) and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants Indirect Participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Supplemental Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodianCustodian, or under the Global Notes, and the Depository Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Each Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall shall: (i) be registered in the name of the Depository DTC or the nominee of such Depository, in each case for credit to an account of an Agent MemberDTC, (ii) be delivered to the Trustee or such other Note Custodian as custodian for such Depository DTC may nominate and (iii) bear legends as set forth in Exhibit B with respect Section 2.15. Each Global Note shall constitute a single Note for all purposes of this Indenture. The aggregate principal amount of each Global Note may from time to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notestime be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture. Members of, or direct or indirect participants in, the Depository DTC (“each an "Agent Members”Member") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Depository, or the Trustee as its custodianNote Custodian, or under the such Global NotesNote, and the Depository DTC may be treated by the IssuerCompany, the Trustee Trustee, the Paying Agent and the Note Registrar and any agent of the Issuer or the Trustee their respective agents as the absolute owner of the such Global Note for all purposes whatsoever. Agent Members shall hold their interest in a Global Note in accordance with the Applicable Procedures. Accordingly, any Agent Member's beneficial interest in a Global Note will be shown only on, and the transfer of such interest shall be effected only through, records maintained by DTC or its nominee. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee Trustee, the Paying Agent or the Note Registrar or any agent of the Issuer or the Trustee their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of any Noteis entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes and Other Notes which may be held in global form, other than Regulation S Notes, initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing NotesNote, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the The Depository Trust Company ("DTC") or the nominee of such DepositoryDTC, in each case for credit to an account of an Agent MemberMem- ber (as defined below) (or, in the case of the Regulation S Global Notes, of Morgxx Xxxranty Trust Company, as operator of the Euroclear System ("Euroclear") and Cedel Bank, Societe Anonyme ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository DTC and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. D. Members of, or direct or indirect participants in, the Depository DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDTC, or the Trustee as its custodian, or under the Global Notes, and the Depository DTC may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “Restricted Rule 144A Global NoteNotes”). Regulation S Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,Notes” and, together with the Restricted Rule 144A Global Note Notes and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System (“Euroclear”) and Clearstream Banking Luxembourg (“Clearstream”)), (ii) be delivered to the Trustee as custodian for such Depository and Depository, (iii) bear legends as set forth in Exhibit B with respect to Restricted Rule 144A Global Notes and other Notes that are Restricted Notes and (iv) bear legends as set forth in Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization (which may be in electronic form) furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (ai) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Each Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the a nominee of such Depositorythe Depositary and (ii) bear legends as set forth in paragraph (b) above. Each Regulation S Temporary Global Note initially shall (i) be registered in the name of a nominee of the Depositary for the accounts of Euroclear Bank, in each case for credit to an account S.A./N.V., as operator of an Agent Memberthe Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream"), (ii) be delivered to the Trustee as custodian for such Depository on behalf of the Depositary and (iii) bear legends as set forth in Exhibit B with respect paragraph (b) above. Each Regulation S Permanent Global Note initially shall (i) be registered in the name of a nominee of the Depositary, (ii) be delivered to Restricted the Trustee as custodian on behalf of the Depositary and (iii) bear the legend as set forth in subparagraph (b)(ii) above. Prior to the Offshore Notes Exchange Date, interests in the Regulation S Temporary Global Notes may only be held through Euroclear and Exhibit C with respect to Clearstream. Following the Offshore Notes Exchange Date, interests in the Regulation S Permanent Global Notes. Members Note may be held by any member of, or direct or indirect participants in, the Depository Depositary (“"Agent Members”) "). Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global NotesNote, and the Depository Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer or the Trustee any of them as the absolute owner of the such Global Note for all purposes whatsoeverwhatsoever including, without limitation, the giving of notices and action upon instructions. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Global Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “Restricted Global NoteNotes”). Regulation S Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of DTC or an Agent Member, (ii) be delivered to the Trustee as custodian Custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notesthe Private Placement Legend. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodianCustodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization (which may be in electronic form) furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (ai) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (ia) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, Agent Members of the Depository holding for Euroclear S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream")), (iib) be delivered to the Trustee as custodian for such Depository and (iiic) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “Restricted Global NoteNotes”). Regulation S Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of DTC or an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System (“Euroclear”) and Clearstream Banking Luxembourg (“Clearstream”)), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization (which may be in electronic form) furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear Bank S.A./N.V. (including its successors and assigns, “Euroclear”) and/or Clearstream Banking, société anonyme (including its successors and assigns, “Clearstream”) and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes --------- initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit ------- B with respect to Restricted Global Notes and Exhibit C with respect to - --------- Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerIssuers, the Trustee and any agent of the Issuer Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer Issuers 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) The Notes may be issued in the form of one or more Unrestricted Global Notes. Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note, the Unrestricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes Notes, and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Notes, and the Depository Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. Notes, offered and sold to a “qualified institutional buyer” (a) as defined in Rule 144A Notes initially under the Securities Act) (a “Qualified Institutional Buyer” or “QIB”) in reliance on Rule 144A under the Securities Act (“Rule 144A”) or in reliance on Regulation S under the Securities Act (“Regulation S”) shall be initially represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notesrestricted securities legend set forth in Exhibit B or Exhibit C, the “Global Notes”)as applicable. The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, sociètè anonyme, or Clearstream, Luxembourg (“Clearstream”)), and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global NotesDepositary. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Notes, and the Depository Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Accredited Investor Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global NoteAccredited Investor Notes”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global NoteNotes,” and, together with the Restricted Global Note Accredited Investor Notes and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Custodian and (iii) except for Global Accredited Investor Notes issued to, or for the account of, Accredited Investors who have each made a Rule 144 Certification (“Unrestricted Global Accredited Investor Notes”), bear legends as set forth in Exhibit B the Private Placement Legend with respect to Global Accredited Investor Notes (Global Accredited Investor Notes bearing the Private Placement Legend, “Restricted Global Notes Accredited Investor Notes”) and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodianDepository Custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes a note in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes a note in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing NotesNote, the “Global Notes”). The Global Notes shall bear legends a legend as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such Depository, in each case DTC for credit to an account accounts of an DTC Agent MemberMembers (as defined below) (or, in the case of the Regulation S Global Note, DTC Agent Members holding for Euroclear System (“Euroclear”) and Clearstream, S.A. (“Clearstream”)), (ii) be delivered to the Trustee as custodian for such Depository DTC and (iii) bear legends as set forth in Exhibit B with respect to the Restricted Global Notes Note and Exhibit C with respect to the Regulation S Global NotesNote. Members Neither members of, or nor direct or indirect participants in, the Depository DTC (“DTC Agent Members”) shall have no any rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDTC, or the Trustee as its custodian, or under the Global Notes, and the Depository DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its DTC Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes Each Restricted Global Note initially shall (1) be represented by one or more notes registered in registeredthe name of a nominee of the Depositary, global form without interest coupons (collectively, 2) be delivered to the “Custodian on behalf of the Depositary and (3) bear the Restricted Global Note”)Note Legend. Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Each Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of a nominee for the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberDepositary, (ii) be delivered to the Trustee as custodian for such Depository Custodian on behalf of the Depositary and (iii) bear legends as set forth the Regulation S Legend. Beneficial ownership interests in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to a Regulation S Global NotesNote shall not be exchangeable for interests in a Restricted Global Note or any Note without the Regulation S Legend until the expiration of the Distribution Compliance Period. Members Interests in the Regulation S Global Notes may be held by any member of, or direct or indirect participants in, the Depository Depositary, including Euroclear and Clearstream (collectively, the “Agent Members”) ). Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodianCustodian, or under the Global Notes, and the Depository Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer or the Trustee any of them as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer or the Trustee any of them, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Global Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes of each series initially shall be represented by one or more notes Notes of such series in registered, global form without interest coupons (collectivelycollectively with respect to each series, the “Restricted Rule 144A Global Note”). Regulation S Notes of each series initially shall be represented by one or more notes Notes of such series in registered, global form without interest coupons (collectivelycollectively with respect to each series, the “Regulation S Global Note,”). With respect to each series of Notes, the term “Global Notes” and, together with means the Restricted Rule 144A Global Note and any other global notes representing Notes, the “Regulation S Global Notes”)Note. The Global Notes shall bear legends as set forth in Exhibit D. the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notesthe Private Placement Legend. Members of, or direct or indirect participants in, the Depository (“Agent MembersMem- bers”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, Depository or under the Global Notes, and the . The Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect ef- fect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices prac- tices governing the exercise of the rights of a Holder of any Note.. None of the Issuer, the Trustee, the Paying Agent nor the Registrar shall have any responsibility or liability for any acts or omissions of the Depository with respect to such Global Note, for the records of the Depository, including records in respect of the beneficial owners of any such Global Note, for any transactions between the Depository and any Agent Member or between or among the

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes and Other Notes which may be held in global form, other than Regulation S Notes, initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered deliv- ered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. D. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (ai) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Each Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the a nominee of such Depositorythe Depositary and (ii) bear legends as set forth in paragraph (b) above. Each Regulation S Temporary Global Note initially shall (i) be registered in the name of a nominee of the Depositary for the accounts of Euroclear Bank, S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream"), (ii) be --------- ----------- delivered to the Trustee as custodian on behalf of the Depositary and (iii) bear legends as set forth in each case for credit to an account paragraph (b) above. Each Regulation S Permanent Global Note initially shall (i) be registered in the name of an Agent Membera nominee of the Depositary, (ii) be delivered to the Trustee as custodian for such Depository on behalf of the Depositary and (iii) bear legends the legend as set forth in Exhibit B with respect subparagraph (b)(ii) above. Prior to Restricted the Offshore Notes Exchange Date, interests in the Regulation S Temporary Global Notes may only be held through Euroclear and Exhibit C with respect to Clearstream. Following the Offshore Notes Exchange Date, interests in the Regulation S Permanent Global Notes. Members Note may be held by any member of, or direct or indirect participants in, the Depository Depositary (“"Agent Members”) "). ------------- Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global NotesNote, and the Depository Depositary may be treated by the IssuerCompany, the Trustee and any agent of the Issuer or the Trustee any of them as the absolute owner of the such Global Note for all purposes whatsoeverwhatsoever including, without limitation, the giving of notices and action upon instructions. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer or the Trustee any of them from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Global Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes and Institutional Accredited Investor Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global NoteNotes”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global NoteNotes,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Custodian and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodianDepository Custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule i)Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System and Clearstream Bank, S.A.), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes and Other Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Note, Agent Members of the Depository holding for the Euroclear System ("Euroclear") and Cedel Bank, societe anonyme ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. D. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global NotesNote, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear Bank S.A. (or its successors) ("Euroclear") and Clearstream Bank, S.A.(or its successors) ("Clearstream")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”"RESTRICTED GLOBAL NOTE"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation "REGULATION S Global NoteGLOBAL NOTE,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”"GLOBAL NOTES"). The Global Notes shall each bear legends a legend as set forth in Exhibit D. EXHIBIT C. The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such DepositoryDTC, in each case case, for credit to an account of an DTC Agent MemberMembers (or, in the case of the Regulation S Global Note, DTC Agent Members (as defined below) holding for Euroclear System ("EUROCLEAR") and Clearstream Banking Societe Anonyme ("CLEARSTREAM")), (ii) be delivered to the Trustee as custodian for such Depository DTC and (iii) in the case of the Restricted Global Notes or the Regulation S Global Notes, bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members EXHIBIT B. Neither members of, or nor direct or indirect participants in, the Depository DTC (“Agent Members”"DTC AGENT MEMBERS") shall have no any rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDTC, or the Trustee as its custodian, or under the Global Notes, and the Depository DTC may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its DTC Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes and Other Notes which may be held in global form, other than Regulation S Notes, initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing NotesNote, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of The Depository Trust Company (the Depository "Depository") or the nominee of such the Depository, in each case for credit to an account of an Agent MemberMember (as defined below) (or, in the case of the Regulation S Global Notes, of Morgxx Xxxranty Trust Company, as operator of the Euroclear System ("Euroclear") and Cedel Bank, Societe Anonyme ("CEDEL")), (ii) be delivered to the Trustee as custodian 36 -29- for such the Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. EXHIBIT B. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”"RESTRICTED GLOBAL NOTE"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation "REGULATION S Global NoteGLOBAL NOTE,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”"GLOBAL NOTES"). The Global Notes shall each bear legends a legend as set forth in Exhibit D. EXHIBIT C. The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such DepositoryDTC, in each case case, for credit to an account of an DTC Agent MemberMembers (or, in the case of the Regulation S Global Note, DTC Agent Members holding for Euroclear System ("EUROCLEAR") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository DTC and (iii) in the case of the Restricted Global Notes or the Regulation S Global Notes, bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members EXHIBIT B. Neither members of, or nor direct or indirect participants in, the Depository DTC (“Agent Members”"DTC AGENT MEMBERS") shall have no any rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDTC, or the Trustee as its custodian, or under the Global Notes, and the Depository DTC may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its DTC Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “Restricted Rule 144A Global Note”). Regulation S Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,”). The term “Global Notes” and, together with means the Restricted Rule 144A Global Note and any other global notes representing Notes, the “Regulation S Global Notes”)Note. The Global Notes shall bear legends as set forth in Exhibit D. the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository applicable Common Depositary or the a nominee of such Depository, in each case for credit to an account of an Agent MemberCommon Depositary, (ii) be delivered to the Trustee Common Depositary as custodian for such Depository Euroclear or Clearstream and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notesthe Private Placement Legend. Members of, or direct or indirect participants in, the Depository Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, applicable Common Depositary or under the Global Notes, and the Depository . Such Common Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Euroclear or Clearstream or impair, as between the Depository Euroclear or Clearstream and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.. None of the Issuer, the Trustee, the Paying Agent nor the Registrar shall have any responsibility or liability for any acts or omissions of the Common Depositary with respect to such Global Note, for the records of the Common Depositary, including records in respect of the beneficial owners of any such Global Note, for any transactions between the Common Depositary and any Agent Member or between or among the Common Depositary, any such Agent Member and/or any Holder or beneficial owner of such Global Note, or for any transfers of beneficial interests in any such Global Note. Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Common Depositary. (b) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the applicable Common Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes only in accordance with the applicable rules and procedures of the Common Depositary and the provisions of Section 2.17. In addition, a Global Note shall be exchangeable for Physical Notes (i) if requested by a holder of such interests upon receipt by the Trustee of written instructions from the Common Depositary or its nominee on behalf of any beneficial owner and in accordance with the rules and procedures of the Common Depositary and provisions of this Section 2.16 or (ii) if the Common Depositary notifies the Issuer that it is unwilling or unable to continue as depository for such Global Note and the Issuer thereupon fails to appoint a successor depository within 120 days or (iii) if Euroclear and Clearstream has ceased to be a clearing agency registered under the Exchange Act or (iv) if there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Common Depositary has requested 43

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes --------- initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit ------- B with respect to - Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. --------- Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall be subject to certain transfer restrictions and shall each bear legends a legend as set forth in Exhibit D. C. The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such DepositoryDTC, in each case case, for credit to an account of an DTC Agent MemberMembers, (ii) be delivered to the Trustee as custodian for such Depository DTC and (iii) in the case of the Restricted Global Notes or the Regulation S Global Notes, bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members B. Neither members of, or nor direct or indirect participants in, the Depository DTC (“DTC Agent Members”) shall have no any rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDTC, or the Trustee as its custodian, or under the Global Notes, and the Depository DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its DTC Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes shall initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Rule 144A Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,”). Unrestricted Securities initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Unrestricted Global Notes” and, together with the Restricted Rule 144A Global Note and any other global notes representing Regulation S Global Notes repre- senting Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Rule 144A Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Notes, and the Depository Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall each bear legends a legend as set forth in Exhibit D. C. The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such DepositoryDTC, in each case case, for credit to an account of an DTC Agent MemberMembers (or, in the case of the Regulation S Global Note, DTC Agent Members (as defined below) holding for Euroclear System (“Euroclear”) and Clearstream Banking Societé Anonyme (“Clearstream”)) (ii) be delivered to the Trustee as custodian for such Depository DTC and (iii) in the case of the Restricted Global Notes or the Regulation S Global Notes, bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members B. Neither members of, or nor direct or indirect participants in, the Depository DTC (“DTC Agent Members”) shall have no any rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDTC, or the Trustee as its custodian, or under the Global Notes, and the Depository DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its DTC Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Each Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the a nominee of such Depositorythe Depositary, (ii) be delivered to the Custodian on behalf of the Depositary and (iii) bear the Securities Act Legend. Each Regulation S Global Note initially shall (i) be registered in each case the name of a nominee for credit to an account of an Agent Memberthe Depositary, (ii) be delivered to the Trustee as custodian for such Depository on behalf of the Depositary and (iii) bear legends as set forth the Securities Act Legend; provided that upon and following the expiration of the Distribution Compliance Period, such Securities Act Legend shall have no effect and may be removed by the Trustee upon the direction of the Issuer, or of the Guarantor or a holder of any interest in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to the Regulation S Global NotesNote with the approval of the Issuer. Members Until the expiration of the Distribution Compliance Period, interests in the Regulation S Global Notes may only be held through Euroclear and Clearstream. Upon and following the expiration of the Distribution Compliance Period, interests in the Regulation S Global Notes may be held by any member of, or direct or indirect participants in, the Depository Depositary, including Euroclear and Clearstream (“collectively, the "Agent Members”) "). Agent Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Notes, and the Depository Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee any of them as the absolute owner of the such Global Note for all purposes whatsoever. , Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee any of them, from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Global Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes and Other Notes which may be held in global form, other than Regulation S Notes, initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing NotesNote, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (as defined below) (or, in the case of the Regulation S Global Notes, of Morgxx Xxxranty Trust Company, Brussels Office, as operator of the Euroclear System ("Euroclear") and Cedel Bank, societe anonyme. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. D. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes and Other Notes which may be held in global form, other than Regulation S Notes, initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. D. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company, or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and Cedel Bank, S.A ("CEDEL")) and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depository, or impairimpairing, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System (“Euroclear”) and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”"RESTRICTED GLOBAL NOTE"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation "REGULATION S Global NoteGLOBAL NOTE,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”"GLOBAL NOTES"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("EUROCLEAR") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. EXHIBIT D. Members of, or direct or indirect participants in, the Depository (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes and Other Notes which may be held in global form, other than Regulation S Notes, initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. D. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Notes, and the Depository Depositary may be treated by the IssuerIssuers, the Trustee and any agent of the Issuer Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, the Trustee or any agent of the Issuer Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and Clearstream Banking Luxembourg ("Clearstream")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization (which may be in electronic form) furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes and Other Notes which may be held in global form, other than Regulation S Notes, initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Restricted Global Note”"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “"Regulation S Global Note,” " and, together with the Restricted Global Note and any other global notes representing NotesNote, the “"Global Notes”"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the The Depository Trust Company ("DTC") or the nominee of such DepositoryDTC, in each case for credit to an account of an Agent MemberMember (as defined below) (or, in the case of the Regulation S Global Notes, of Morgxx Xxxranty Trust Company, as operator of the Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream")), (ii) be delivered to the Trustee as custodian for such Depository DTC and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. D. Members of, or direct or indirect participants in, the Depository DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDTC, or the Trustee as its custodian, or under the Global Notes, and the Depository DTC may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes and Other Notes issued to Accredited Investors initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”); provided that if an Accredited Investor may not hold an interest in the Restricted Global Note, such Accredited Investor shall receive a Physical Note, in each case, bearing the Private Placement Legend. Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. E. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System (“Euroclear”) and Cedel Bank, S.A. (“CEDEL”)), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerIssuers, the Trustee and any agent of the Issuer Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, the Trustee or any agent of the Issuer Issuers 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially and Other Notes shall be initially represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System (“Euroclear”) and Clearstream Banking Luxembourg (“Clearstream”)), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerIssuers, the Trustee and any agent of the Issuer Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerIssuers, the Trustee or any agent of the Issuer Issuers 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 Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes a note in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes shall initially shall be represented by one or more notes a note in registered, global form without interest coupons coupon (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note and any other global notes representing NotesNote, the “Global Notes”). The Global Notes shall each bear legends a legend as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such DepositoryDTC, in each case case, for credit to an account accounts of an DTC Agent MemberMembers (as defined below) (or, in the case of the Regulation S Global Note, DTC Agent Members holding for direct or indirect participants in DTC, including the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”)), (ii) be delivered to the Trustee as custodian for such Depository DTC and (iii) bear legends as set forth in Exhibit B with respect to the Restricted Global Notes Note and Exhibit C with respect to the Regulation S Global NotesNote. Members Neither members of, or nor direct or indirect participants in, the Depository DTC (“DTC Agent Members”) shall have no any rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDTC, or the Trustee as its custodian, or under the Global Notes, and the Depository DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository DTC or impair, as between the Depository DTC and its DTC Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) The Notes may be issued in the form of one or more Unrestricted Global Notes. Rule 144A Notes initially and Other Notes shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Note,” and, together with the Restricted Global Note, the Unrestricted Global Note and any other global notes representing Notes, the “Global Notes”). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository Depositary and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global Notes, and the Depository Depositary may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository Depositary or impair, as between the Depository Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Book-Entry Provisions for Global Notes. (a) Rule 144A Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Note”"RESTRICTED GLOBAL NOTE"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation "REGULATION S Global NoteGLOBAL NOTE,” " and, together with the Restricted Global Note and any other global notes representing Notes, the “Global Notes”"GLOBAL NOTES"). The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent MemberMember (or, in the case of the Regulation S Global Notes, of Euroclear System ("EUROCLEAR") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. EXHIBIT D. Members of, or direct or indirect participants in, the Depository (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the IssuerCompany, the Trustee and any agent of the Issuer Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the IssuerCompany, the Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the 43 -35- Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.