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

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the following legend: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (b) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Issuer that it is unwilling or unable to act as Depository for any Global Note or it ceases to be a clearing agency registered under the Exchange Act, the Issuer so notifies the Trustee in writing and a successor Depository is not appointed by the Issuer within 120 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations. (e) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such Depositoryits nominee, (ii) be delivered to the Trustee as DTC or its custodian for such Depository and (iii) bear the following legend: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF A THE DEPOSITORY OR A SUCCESSOR DEPOSITORYTRUST COMPANY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY TO THE DEPOSITORY TO TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYTRUST COMPANY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ba) Transfers Notwithstanding any other provisions of this Indenture, a Global Notes shall Note may not be limited transferred as a whole except by the DTC to transfers in whole, but not in part, a nominee of the DTC or by a nominee of the DTC to the Depository, its successors DTC or their respective nomineesanother successor of the DTC or a nominee of such successor. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depository DTC and the provisions of Section 2.162.7. In addition, Physical All Global Notes shall be transferred to all beneficial owners in exchange exchanged by the Issuer (with authentication by the Trustee) for their beneficial interests in Global Notes one or more Definitive Notes, if (a) the DTC (i) the Depository notifies has notified the Issuer that it is unwilling or unable to act continue as Depository for any Global Note or it ceases to be a clearing agency registered under the Exchange Act, the Issuer so notifies the Trustee in writing Depositary and (ii) a successor Depository is to the DTC has not been appointed by the Issuer within 120 90 days of such notice or notification, (iib) the DTC so requests following an Event of Default has occurred hereunder or (c) in whole (but not in part) at any time if the Issuer in its sole discretion determines. If an Event of Default occurs and is continuing and continuing, the Registrar has received a Issuer shall, at the written request from any owner delivered through the DTC, exchange all or part of a beneficial interest in a Global Note to issue Physical Notesfor one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount of such Definitive Notes and such Global Note after such exchange shall be $2,000 or integral multiples of $1,000 in excess thereof. Upon any issuance Whenever all of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if is exchanged for one or more Physical Notes are Definitive Notes, it shall be surrendered by the Holder thereof to the Trustee for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered by the Holder thereof to the Paying Agent who together with the Trustee, following such surrender, shall cause an adjustment to be issued) reflect on its books and records the date and a decrease in made to Schedule A of such Global Note such that the principal amount of such Global Note in an amount will be equal to the principal amount portion of the beneficial interest in the such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be transferredexchanged for a Definitive Note other than as provided in this Section 2.6(a). (b) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.6(a), the Global Notes shall be deemed to be surrendered to the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such the Global NoteNotes, an equal aggregate principal amount of Physical Definitive Notes of authorized denominations. (ec) The Holder of any Any Definitive Note delivered in exchange for an interest in a Global Note may grant proxies and pursuant to Section 2.6(a) shall, except as otherwise authorize any Personprovided by Section 2.7, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or bear the NotesPrivate Placement Legend.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be deposited with and registered in the name of BT Globenet Nominees Limited as nominee for Deutsche Bank Aktiengesellschaft, as the Depository or common depository, for the nominee accounts of such DepositoryEuroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the following legend: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY THE CLEARING AGENCY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORYTHE CLEARING AGENCY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY CLEARING AGENCY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY TO THE DEPOSITORY TO CLEARING AGENCY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYCLEARING AGENCY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ba) Transfers Notwithstanding any other provisions of this Indenture, a Global Notes shall Note may not be limited transferred as a whole except by the Clearing Agency to transfers in whole, but not in part, a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Depository, its successors Clearing Agency or their respective nomineesanother successor of the Clearing Agency or a nominee of such successor. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depository Clearing Agency and the provisions of Section 2.162.7. In addition, Physical All Global Notes shall be transferred to all beneficial owners in exchange exchanged by the Issuer (with authentication by the Trustee) for their beneficial interests in Global Notes one or more Definitive Notes, if (a) the Clearing Agency (i) the Depository notifies has notified the Issuer that it is unwilling or unable to act continue as Depository for any Global Note or it ceases to be a clearing agency registered under the Exchange Act, the Issuer so notifies the Trustee in writing Clearing Agency and (ii) a successor Depository is to the Clearing Agency has not been appointed by the Issuer within 120 days of such notice or notification, (iib) the Clearing Agency so requests following an Event of Default has occurred hereunder or (c) in whole (but not in part) at any time if the Issuer in its sole discretion determines. If an Event of Default occurs and is continuing and continuing, the Registrar has received a Issuer shall, at the written request from any owner delivered through the a Clearing Agency of a beneficial the Holder thereof or of the holder of an interest in therein, exchange all or part of a Global Note to issue Physical Notesfor one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount of such Definitive Notes and such Global Note after such exchange shall be €1,000 or integral multiples of €1,000 in excess thereof. Upon any issuance Whenever all of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if is exchanged for one or more Physical Notes are Definitive Notes, it shall be surrendered by the Holder thereof to the Registrar for cancellation. Whenever a part of a Global Note is exchanged for one 18 Table of Contents or more Definitive Notes, the Global Note shall be surrendered by the Holder thereof to the Paying Agent who together with the Trustee, following such surrender, shall cause an adjustment to be issued) reflect on its books and records the date and a decrease in made to Schedule A of such Global Note such that the principal amount of such Global Note in an amount will be equal to the principal amount portion of the beneficial interest in the such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be transferredexchanged for a Definitive Note other than as provided in this Section 2.6(a). (b) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.6(a), the Global Notes shall be deemed to be surrendered to the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such the Global NoteNotes, an equal aggregate principal amount of Physical Definitive Notes of authorized denominations. (ec) The Holder of any Any Definitive Note delivered in exchange for an interest in a Global Note may grant proxies and pursuant to Section 2.6(a) shall, except as otherwise authorize any Personprovided by Section 2.7, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or bear the NotesPrivate Placement Legend.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such Depositoryits nominee, (ii) be delivered to the Trustee as DTC or its custodian for such Depository and (iii) bear the following legend: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF A THE DEPOSITORY OR A SUCCESSOR DEPOSITORYTRUST COMPANY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES -24- SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY TO THE DEPOSITORY TO TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYTRUST COMPANY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ba) Transfers Notwithstanding any other provisions of this Indenture, a Global Notes shall Note may not be limited transferred as a whole except by the DTC to transfers in whole, but not in part, a nominee of the DTC or by a nominee of the DTC to the Depository, its successors DTC or their respective nomineesanother successor of the DTC or a nominee of such successor. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depository DTC and the provisions of Section 2.162.7. In addition, Physical All Global Notes shall be transferred to all beneficial owners in exchange exchanged by the Issuer (with authentication by the Trustee) for their beneficial interests in Global Notes one or more Definitive Notes, if (a) the DTC (i) the Depository notifies has notified the Issuer that it is unwilling or unable to act continue as Depository for any Global Note or it ceases to be a clearing agency registered under the Exchange Act, the Issuer so notifies the Trustee in writing Depositary and (ii) a successor Depository is to the DTC has not been appointed by the Issuer within 120 90 days of such notice or notification, (iib) the DTC so requests following an Event of Default has occurred hereunder or (c) in whole (but not in part) at any time if the Issuer in its sole discretion determines. If an Event of Default occurs and is continuing and continuing, the Registrar has received a Issuer shall, at the written request from any owner delivered through the DTC, exchange all or part of a beneficial interest in a Global Note to issue Physical Notesfor one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount of such Definitive Notes and such Global Note after such exchange shall be $2,000 or integral multiples of $1,000 in excess thereof. Upon any issuance Whenever all of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if is exchanged for one or more Physical Notes are Definitive Notes, it shall be surrendered by the Holder thereof to the Trustee for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered by the Holder thereof to the Paying Agent who together with the Trustee, following such surrender, shall cause an adjustment to be issued) reflect on its books and records the date and a decrease in made to Schedule A of such Global Note such that the principal amount of such Global Note in an amount will be equal to the principal amount portion of the beneficial interest in the such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be transferredexchanged for a Definitive Note other than as provided in this Section 2.6(a). (b) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.6(a), the Global Notes shall be deemed to be surrendered to the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such the Global NoteNotes, an equal aggregate principal amount of Physical Definitive Notes of authorized denominations. (ec) The Holder of any Any Definitive Note delivered in exchange for an interest in a Global Note may grant proxies and pursuant to Section 2.6(a) shall, except as otherwise authorize any Personprovided by Section 2.7, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or bear the NotesPrivate Placement Legend.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such Depositoryits nominee, (ii) be delivered to the Trustee as DTC or its custodian for such Depository and (iii) bear the following legend: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF A THE DEPOSITORY OR A SUCCESSOR DEPOSITORYTRUST COMPANY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY TO THE DEPOSITORY TO TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYDTC) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ba) Transfers Notwithstanding any other provisions of this Indenture, a Global Notes shall Note may not be limited transferred as a whole except by the DTC to transfers in whole, but not in part, a nominee of the DTC or by a nominee of the DTC to the Depository, its successors DTC or their respective nomineesanother successor of the DTC or a nominee of such successor. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depository DTC and the provisions of Section 2.162.7. In addition, Physical All Global Notes shall be transferred to all beneficial owners in exchange exchanged by the Issuer (with authentication by the Trustee) for their beneficial interests in Global Notes one or more Definitive Notes, if (a) the DTC (i) the Depository notifies has notified the Issuer that it is unwilling or unable to act continue as Depository for any Global Note or it ceases to be a clearing agency registered under the Exchange Act, the Issuer so notifies the Trustee in writing Depositary and (ii) a successor Depository is to the DTC has not been appointed by the Issuer within 120 90 days of such notice or notification, (iib) the DTC so requests following an Event of Default has occurred hereunder or (c) in whole (but not in part) at any time if the Issuer in its sole discretion determines. If an Event of Default occurs and is continuing and continuing, the Registrar has received a Issuer shall, at the written request from any owner delivered through the DTC, exchange all or part of a beneficial interest in a Global Note to issue Physical Notesfor one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount of such Definitive Notes and such Global Note after such exchange shall be $75,000 or integral multiples of $1,000 in excess thereof. Upon any issuance Whenever all of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if is exchanged for one or more Physical Notes are Definitive Notes, it shall 17 be surrendered by the Holder thereof to the Trustee for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered by the Holder thereof to the Paying Agent who together with the Trustee, following such surrender, shall cause an adjustment to be issued) reflect on its books and records the date and a decrease in made to Schedule A of such Global Note such that the principal amount of such Global Note in an amount will be equal to the principal amount portion of the beneficial interest in the such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be transferredexchanged for a Definitive Note other than as provided in this Section 2.6(a). (b) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.6(a), the Global Notes shall be deemed to be surrendered to the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such the Global NoteNotes, an equal aggregate principal amount of Physical Definitive Notes of authorized denominations. (ec) The Holder of any Any Definitive Note delivered in exchange for an interest in a Global Note may grant proxies and pursuant to Section 2.6(a) shall, except as otherwise authorize any Personprovided by Section 2.7, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or bear the NotesPrivate Placement Legend.

Book-Entry Provisions for Global Notes. (a1) The Global Notes initially shall (ia) be registered in the name of the Depository Depositary or the nominee of such DepositoryDepositary, (iib) be delivered to the Trustee as custodian for such Depository Depositary and (iiic) bear the following legend: “UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS MAY NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE BE TRANSFERRED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY DEPOSITARY TO A NOMINEE OF THE DEPOSITORY DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURESUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. REPRESENTATIVE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURENOMINEE.” (2) Members of, or participants in, the Depository Depositary (“ParticipantsAgent Members”) shall have no rights under the Indenture or this Supplemental Indenture with respect to any Global Note held on their behalf by the DepositoryDepositary, or the Trustee as its custodian, or under the Global NoteNotes, and the Depository Depositary may be treated by the IssuerCompany, the Trustee and any agent 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 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 Participantsits Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (b3) Transfers of a Global Notes Note shall be limited to transfers in whole, but not in part, to the DepositoryDepositary, its successors or their respective nominees. Interests of beneficial owners in the a Global Notes Note may be transferred or exchanged for Physical Notes in accordance with the rules and procedures of the Depository and the provisions of Section 2.16. In additionDepositary; provided, that, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Notes Note if (i) the Depository Depositary notifies the Issuer Company that it is unwilling or unable to act continue as Depository Depositary for any the Global Note or it ceases to be a clearing agency registered under the Exchange Act, the Issuer so notifies the Trustee in writing Notes and a successor Depository depositary is not appointed by the Issuer Company within 120 90 days of such notice notice, (ii) the Company discontinues the use of the system of book-entry transfer through the Depositary or any successor thereto or (iiiii) an Event of Default has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note the Depositary to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c4) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.152.07(3), the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer Company shall execute, execute and the Trustee Trustee, upon receipt of a written order from the Company, shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferredlike tenor and amount. (d5) In connection with the transfer of a an entire Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.152.07(3), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors Company shall execute notations and the Trustee, upon receipt of Subsidiary Guarantees on and (iii) the Trustee shall upon a written instructions order from the Issuer Company, shall authenticate and deliver, to each beneficial owner identified by the Depository Depositary in exchange for its beneficial interest in such the Global Note, an equal aggregate principal amount of Physical Notes of authorized denominations. (e6) The Holder of any a Global Note may grant proxies and otherwise authorize any Person, including Participants Agent Members and Persons that may hold interests through ParticipantsAgent Members, to take any action which a Holder is entitled to take under the Indenture, this Supplemental Indenture or the Notes. (7) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be deposited with and registered in the name of BT Globenet Nominees Limited as nominee for Deutsche Bank Aktiengesellschaft, as the Depository or common depository, for the nominee accounts of such DepositoryEuroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) and (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the following legend: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY THE CLEARING AGENCY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORYTHE CLEARING AGENCY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY CLEARING AGENCY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY TO THE DEPOSITORY TO CLEARING AGENCY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYCLEARING AGENCY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ba) Transfers Notwithstanding any other provisions of this Indenture, a Global Notes shall Note may not be limited transferred as a whole except by the Clearing Agency to transfers in whole, but not in part, a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Depository, its successors Clearing Agency or their respective nomineesanother successor of the Clearing Agency or a nominee of such successor. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depository Clearing Agency and the provisions of Section 2.162.7. In addition, Physical All Global Notes shall be transferred to all beneficial owners in exchange exchanged by the Issuer (with authentication by the Trustee) for their beneficial interests in Global Notes one or more Definitive Notes, if (a) the Clearing Agency (i) the Depository notifies has notified the Issuer that it is unwilling or unable to act continue as Depository for any Global Note or it ceases to be a clearing agency registered under the Exchange Act, the Issuer so notifies the Trustee in writing Clearing Agency and (ii) a successor Depository is to the Clearing Agency has not been appointed by the Issuer within 120 days of such notice or notification, (iib) the Clearing Agency so requests following an Event of Default has occurred hereunder or (c) in whole (but not in part) at any time if the Issuer in its sole discretion determines. If an Event of Default occurs and is continuing and continuing, the Registrar has received a Issuer shall, at the written request from any owner delivered through the a Clearing Agency of a beneficial the Holder thereof or of the holder of an interest in therein, exchange all or part of a Global Note to issue Physical Notesfor one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount of such Definitive Notes and such Global Note after such exchange shall be €1,000 or integral multiples of €1,000 in excess thereof. Upon any issuance Whenever all of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if is exchanged for one or more Physical Notes are Definitive Notes, it shall be surrendered by the Holder thereof to the Registrar for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered -25- by the Holder thereof to the Paying Agent who together with the Trustee, following such surrender, shall cause an adjustment to be issued) reflect on its books and records the date and a decrease in made to Schedule A of such Global Note such that the principal amount of such Global Note in an amount will be equal to the principal amount portion of the beneficial interest in the such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be transferredexchanged for a Definitive Note other than as provided in this Section 2.6(a). (b) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.6(a), the Global Notes shall be deemed to be surrendered to the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such the Global NoteNotes, an equal aggregate principal amount of Physical Definitive Notes of authorized denominations. (ec) The Holder of any Any Definitive Note delivered in exchange for an interest in a Global Note may grant proxies and pursuant to Section 2.6(a) shall, except as otherwise authorize any Personprovided by Section 2.7, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or bear the NotesPrivate Placement Legend.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository Clearing Agency or the nominee of such Depositoryits nominee, (ii) be delivered to the Trustee as Clearing Agency or its custodian for such Depository and (iii) bear the following legend: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY THE CLEARING AGENCY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORYTHE CLEARING AGENCY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY CLEARING AGENCY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY TO THE DEPOSITORY TO CLEARING AGENCY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYCLEARING AGENCY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED DESCRIPTED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ba) Transfers Notwithstanding any other provisions of this Indenture, a Global Notes shall Note may not be limited transferred as a whole except by the Clearing Agency to transfers in whole, but not in part, a nominee of the Clearing Agency or by a nominee of the Clearing Agency to the Depository, its successors Clearing Agency or their respective nomineesanother successor of the Clearing Agency or a nominee of such successor. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depository Clearing Agency and the provisions of Section 2.162.7. In addition, Physical All Global Notes shall be transferred to all beneficial owners in exchange exchanged by the Issuer (with authentication by the Trustee) for their beneficial interests in Global Notes one or more Definitive Notes, if (a) any Clearing Agency (i) the Depository notifies has notified the Issuer that it is unwilling or unable to act continue as Depository for any Global Note or it ceases to be a clearing agency registered under the Exchange Act, the Issuer so notifies the Trustee in writing and (ii) a successor Depository is to the Clearing Agency has not been appointed by the Issuer within 120 90 days of such notice or notification, (iib) any Clearing Agency so requests following an Event of Default has occurred hereunder or (c) in whole (but not in part) at any time if the Issuer in its sole discretion determines. If an Event of Default occurs and is continuing and continuing, the Registrar has received a Issuer shall, at the written request from any owner delivered through a Clearing Agency of a beneficial the Holder thereof or of the holder of an interest in therein, exchange all or part of a Global Note to issue Physical Notesfor one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount of such Definitive Notes and such Global Note after such exchange shall be (euro)1,000 or integral multiples thereof. Upon any issuance Whenever all of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if is exchanged for one or more Physical Notes are Definitive Notes, it shall be surrendered by the Holder thereof to the Trustee for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered by the Holder thereof to the Paying Agent who together with the Trustee, following such surrender, shall cause an adjustment to be issued) reflect on its books and records the date and a decrease in made to Schedule A of such Global Note such that the principal amount of such Global Note in an amount will be equal to the principal amount portion of the beneficial interest in the such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be transferredexchanged for a Definitive Note other than as provided in this Section 2.6(a). (b) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.6(a), the Global Notes shall be deemed to be surrendered to the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such the Global NoteNotes, an equal aggregate principal amount of Physical Definitive Notes of authorized denominations. (ec) The Holder of any Any Definitive Note delivered in exchange for an interest in a Global Note may grant proxies and pursuant to Section 2.6(a) shall, except as otherwise authorize any Personprovided by Section 2.7, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or bear the NotesPrivate Placement Legend.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such Depositoryits nominee, (ii) be delivered to the Trustee as DTC or its custodian for such Depository and (iii) bear the following legend: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF A THE DEPOSITORY OR A SUCCESSOR DEPOSITORYTRUST COMPANY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY TO THE DEPOSITORY TO TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYTRUST COMPANY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ba) Transfers Notwithstanding any other provisions of this Indenture, a Global Notes shall Note may not be limited transferred as a whole except by the DTC to transfers in whole, but not in part, a nominee of the DTC or by a nominee of the DTC to the Depository, its successors DTC or their respective nomineesanother successor of the DTC or a nominee of such successor. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depository DTC and the provisions of Section 2.162.7. In addition, Physical All Global Notes shall be transferred to all beneficial owners in exchange exchanged by the Issuer (with authentication by the Trustee) for their beneficial interests in Global Notes one or more Definitive Notes, if (a) the DTC (i) the Depository notifies has notified the Issuer that it is unwilling or unable to act continue as Depository for any Global Note or it ceases to be a clearing agency registered under the Exchange Act, the Issuer so notifies the Trustee in writing Depositary and (ii) a successor Depository is to the DTC has not been appointed by the Issuer within 120 90 days of such notice or notification, (iib) the DTC so requests following an Event of Default has occurred hereunder or (c) in whole (but not in part) at any time if the Issuer in its sole discretion determines. If an Event of Default occurs and is continuing and continuing, the Registrar has received a Issuer shall, at the written request from any owner delivered through the DTC, exchange all or part of a beneficial interest in a Global Note to issue Physical Notesfor one or more Definitive Notes (with authentication by the Trustee); provided, however, that the principal amount of such Definitive Notes and such Global Note after such exchange shall be $2,000 or integral multiples of $1,000 in excess thereof. Upon any issuance Whenever all of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note is exchanged for one -22- or more Definitive Notes, it shall be surrendered by the Holder thereof to beneficial owners pursuant to paragraph (b) the Trustee for cancellation. Whenever a part of this Section 2.15, the Registrar shall (if a Global Note is exchanged for one or more Physical Notes are Definitive Notes, the Global Note shall be surrendered by the Holder thereof to the Paying Agent who together with the Trustee, following such surrender, shall cause an adjustment to be issued) reflect on its books and records the date and a decrease in made to Schedule A of such Global Note such that the principal amount of such Global Note in an amount will be equal to the principal amount portion of the beneficial interest in the such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be transferredexchanged for a Definitive Note other than as provided in this Section 2.6(a). (b) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.6(a), the Global Notes shall be deemed to be surrendered to the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such the Global NoteNotes, an equal aggregate principal amount of Physical Definitive Notes of authorized denominations. (ec) The Holder of any Any Definitive Note delivered in exchange for an interest in a Global Note may grant proxies and pursuant to Section 2.6(a) shall, except as otherwise authorize any Personprovided by Section 2.7, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or bear the NotesPrivate Placement Legend.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be deposited with and registered in the name of the Depository DTC or the nominee of such Depositoryits nominee, (ii) be delivered to the Trustee as DTC or its custodian for such Depository and (iii) bear the following legend: legend (the “Global Legend”): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF A THE DEPOSITORY OR A SUCCESSOR DEPOSITORYTRUST COMPANY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY TO THE DEPOSITORY TO TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYTRUST COMPANY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ba) Transfers Notwithstanding any other provisions of this Indenture, a Global Notes shall Note may not be limited transferred as a whole except by DTC to transfers in whole, but not in part, a nominee of DTC or by a nominee of DTC to the Depository, its successors DTC or their respective nomineesanother successor of DTC or a nominee of such successor. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depository DTC and the provisions of Section 2.162.7. In addition, Physical All Global Notes shall be transferred to all beneficial owners in exchange exchanged by the Issuer (and upon receipt of an Issuer Order, with authentication by the Trustee) for their beneficial interests in Global Notes one or more Definitive Notes, if (ia) the Depository if DTC notifies the Issuer that it is unwilling or unable to act continue as Depository depositary for any the Global Note Note, or it DTC ceases to be a clearing agency registered under the Exchange ActAct and, the Issuer so notifies the Trustee in writing and either case, a qualified successor Depository depositary is not appointed by the Issuer within 120 days of such notice or days, (iib) DTC so requests following an Event of Default has occurred hereunder or (c) if the beneficial owner of an interest in the Global Note requests such exchange in writing delivered through DTC following an Event of Default. If an Event of Default occurs and is continuing and continuing, the Registrar has received a Issuer shall, at the written request from any owner delivered through DTC, exchange all or part of a beneficial interest in a Global Note to issue Physical Notesfor one or more Definitive Notes (and upon receipt of an Issuer Order, with authentication by the Trustee); provided, however, that the principal amount of such Definitive Notes and such Global Note after such exchange shall be $150,000 or integral multiples of $1,000 in excess thereof. Upon any issuance Whenever all of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if is exchanged for one or more Physical Notes are Definitive Notes, it shall be surrendered by the Holder thereof to the Registrar for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered by the Holder thereof to the Paying Agent who together with the Trustee, following such surrender, shall cause an adjustment to be issued) reflect on its books and records the date and a decrease in made to Schedule A of such Global Note such that the principal amount of such Global Note in an amount will be equal to the principal amount portion of the beneficial interest in the such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be transferredexchanged for a Definitive Note other than as provided in this Section 2.6(a). (b) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.6(a), the Global Notes shall be deemed to be surrendered to the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such the Global NoteNotes, an equal aggregate principal amount of Physical Definitive Notes of authorized denominations. (ec) The Holder of any Any Definitive Note delivered in exchange for an interest in a Global Note may grant proxies and pursuant to Section 2.6(a) shall, except as otherwise authorize any Personprovided by Section 2.7, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or bear the NotesPrivate Placement Legend together with the following legend (the “Definitive Note Legend”): “THIS NOTE IS A DEFINITIVE NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO”.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be deposited with and registered in the name of the Depository DTC or the nominee of such Depositoryits nominee, (ii) be delivered to the Trustee as DTC or its custodian for such Depository and (iii) bear the following legend: legend (the “Global Legend”): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF A THE DEPOSITORY OR A SUCCESSOR DEPOSITORYTRUST COMPANY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY TO THE DEPOSITORY TO TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYTRUST COMPANY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ba) Transfers Notwithstanding any other provisions of this Indenture, a Global Notes shall Note may not be limited transferred as a whole except by DTC to transfers in whole, but not in part, a nominee of DTC or by a nominee of DTC to the Depository, its successors DTC or their respective nomineesanother successor of DTC or a nominee of such successor. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Definitive Notes in accordance with the rules and procedures of the Depository DTC and the provisions of Section 2.162.7. In addition, Physical All Global Notes shall be transferred to all beneficial owners in exchange exchanged by the Issuer (and upon receipt of an Issuer Order, with authentication by the Trustee) for their beneficial interests in Global Notes one or more Definitive Notes, if (ia) the Depository if DTC notifies the Issuer that it is unwilling or unable to act continue as Depository depositary for any the Global Note Note, or it DTC ceases to be a clearing agency registered under the Exchange ActAct and, the Issuer so notifies the Trustee in writing and either case, a qualified successor Depository depositary is not appointed by the Issuer within 120 days of such notice or days, (iib) DTC so requests following an Event of Default has occurred hereunder or (c) if the beneficial owner of an interest in the Global Note requests such exchange in writing delivered through DTC following an Event of Default. If an Event of Default occurs and is continuing and continuing, the Registrar has received a Issuer shall, at the written request from any owner delivered through DTC, exchange all or part of a beneficial interest in a Global Note to issue Physical Notesfor one or more Definitive Notes (and upon receipt of an Issuer Order, with authentication by the Trustee); provided, however, that the principal amount of such Definitive Notes and such Global Note after such exchange shall be $150,000 or integral multiples of $2,000 in excess thereof. Upon any issuance Whenever all of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if is exchanged for one or more Physical Notes are Definitive Notes, it shall be surrendered by the Holder thereof to the Registrar for cancellation. Whenever a part of a Global Note is exchanged for one or more Definitive Notes, the Global Note shall be surrendered by the Holder thereof to the Paying Agent who together with the Trustee, following such surrender, shall cause an adjustment to be issued) reflect on its books and records the date and a decrease in made to Schedule A of such Global Note such that the principal amount of such Global Note in an amount will be equal to the principal amount portion of the beneficial interest in the such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be transferredexchanged for a Definitive Note other than as provided in this Section 2.6(a). (b) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.6(a), the Global Notes shall be deemed to be surrendered to the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such the Global NoteNotes, an equal aggregate principal amount of Physical Definitive Notes of authorized denominations. (ec) The Holder of any Any Definitive Note delivered in exchange for an interest in a Global Note may grant proxies and pursuant to Section 2.6(a) shall, except as otherwise authorize any Personprovided by Section 2.7, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or bear the NotesPrivate Placement Legend together with the following legend (the “Definitive Note Legend”): “THIS NOTE IS A DEFINITIVE NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO”.

Book-Entry Provisions for Global Notes. (a) The Global Notes initially shall (i) be registered in the name of the Depository DTC or the nominee of such Depositoryits nominee, (ii) be delivered to the Trustee as DTC or its custodian for such Depository and (iii) bear the following legend: “THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF A THE DEPOSITORY OR A SUCCESSOR DEPOSITORYTRUST COMPANY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY TO THE DEPOSITORY TO TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYTRUST COMPANY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE INDENTURE.” Members of, or participants in, the Depository (“Participants”) 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 Note, 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 Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note. (ba) Transfers of Global Notes shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance together with the rules and procedures Trustee, following such surrender, shall cause an adjustment to be made to Schedule A of the Depository and the provisions of Section 2.16. In addition, Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Issuer that it is unwilling or unable to act as Depository for any such Global Note or it ceases to be a clearing agency registered under the Exchange Act, the Issuer so notifies the Trustee in writing and a successor Depository is not appointed by the Issuer within 120 days of such notice or (ii) an Event of Default has occurred and is continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical Notes. Upon any issuance of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such Physical Notes shall bear the applicable legends, if any. (c) In connection with any transfer or exchange of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15, the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in that the principal amount of such Global Note in an amount will be equal to the principal amount portion of the beneficial interest in the such Global Note not exchanged and shall thereafter return such Global Note to such Holder. A Global Note may not be transferredexchanged for a Definitive Note other than as provided in this Section 2.6(a). (b) In connection with the transfer of Global Notes as an entirety to beneficial owners pursuant to Section 2.6(a), the Global Notes shall be deemed to be surrendered to the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global Note so transferred. (d) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Guarantors shall execute notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and delivermake available for delivery, to each beneficial owner identified by the Depository in exchange for its beneficial interest in such the Global NoteNotes, an equal aggregate principal amount of Physical Definitive Notes of authorized denominations. (ec) The Holder of any Any Definitive Note delivered in exchange for an interest in a Global Note may grant proxies and pursuant to Section 2.6(a) shall, except as otherwise authorize any Personprovided by Section 2.7, including Participants and Persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or bear the NotesPrivate Placement Legend.