Common use of Book-Entry Provisions Clause in Contracts

Book-Entry Provisions. (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.01(c) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC Depositary. Participants and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) Members of, or participants in, DTC (“Agent Members”) Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as custodian for the custodian of DTC or under such Global NoteDepositary, and DTC may the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Subject to this Section 2.01(c), the rights of Participants and Indirect Participants in any Global Note (including the right to receive a certificate or other instrument evidencing an ownership interest in such Global Note) shall be limited to those established by any agreement (including a Book-Entry Only Securities Services Agreement) between the Company and the Depositary, by applicable law and by any agreements among the Depositary and its Participants and among such Participants and the Indirect Participants, and must be exercised through a Participant in accordance with the Applicable Procedures. Accordingly, except as provided in Section 2.06, neither the Company nor the Trustee shall be under any obligation to deliver, nor shall any Participant or Indirect Participant or any owner of any beneficial interest in any Global Note have any right to require the delivery of, a Definitive Note or other instrument evidencing an interest in respect of such Note, and, for so long as no Definitive Note has been issued, the responsibility and liability of the Company in respect of notices or payments on the Notes will be limited to giving notice or making payment of any principal, redemption price, if any, and interest due on the Notes to the Depositary or its nominee. Any notice required or permitted to be given to Holders while the Notes are represented by Global Notes held by, or on behalf of, the Depositary or its nominee as part of the Book-Entry System, shall be provided to the Depositary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent MembersParticipants or Indirect Participants, the Applicable Procedures or the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d)(2). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees. If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.01(c) shall apply only to Global Notes Securities deposited with or on behalf of the TrusteeDepositary. The Company shall execute and the Trustee shall, as custodian for DTC. in accordance with this Section 2.01(c), authenticate and deliver initially one or more Global Securities that (iii) Each Global Note initially shall (A) be registered in the name of DTC the Depositary for such Global Security or Global Securities or the nominee of DTC, such Depositary and (Bii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) Security Custodian. Agent Members of, or participants in, DTC (“Agent Members”) shall have no rights either under this Indenture with respect to any Global Note Securities held on their behalf by DTC the Depositary or by the Trustee as custodian for the custodian of DTC Depositary or under such Global NoteSecurities, and DTC the Depositary or its nominee may be treated by the Company, the Guarantor, the Trustee and any agent of the Company Company, the Guarantor or the Trustee as the absolute owner of such Global Note Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantor, the Trustee or any Agent Member or other agent of the Company Company, the Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC such Depositary governing the exercise of the rights of a Holder an owner of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion Securities. None of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive NotesCompany, the Securities Custodian Guarantor, the Registrar or the Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in have any responsibility or obligation to an amount equal Agent Member or any other Person with respect to the principal amount accuracy of the beneficial records of the Depositary (or its nominee) or of any Agent Member, with respect to any ownership interest in the Global Note Securities or with respect to be transferredthe delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to the Securities. The Company, and the Company shall executeGuarantor, the Registrar, the Paying Agent, the Swiss Paying Agent and the Trustee shall authenticate may rely (and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed fully protected in relying) upon information furnished by the Depositary with respect to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 participants and any action which a Holder is entitled to take under this Indenture or beneficial owners in the NotesSecurities.

Book-Entry Provisions. (i) This Section 2.01(d2.01(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.01(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or their respective nominees, except as set forth in Section 2.01(e)(v) and Section 2.01(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.01(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.01(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes. (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (A) the Holder of such Global Note (or its agent) or (B) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(g) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(e). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the DTC, its successors or its respective nominees, except as set forth in Section 2.1(g)(4) and 2.1(h). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(h) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuers shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(h), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes deposited with the Trustee, as custodian for DTC. that (iia) Each Global Note initially shall (A) be registered in the name of DTC the Depository for such Global Note or Global Notes or the nominee of DTC, such Depository and (Bb) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian Notes Custodian for DTC the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and (C) bear legends Regulation S Notes so long as set forth in Section 2.01(c) hereof. (iii) required by law or the Depository. Members of, or participants in, DTC the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Trustee as the custodian of DTC Notes Custodian or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee shall be entitled to treat the Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC such Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion . Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note pursuant representing Regulation S Notes may be transferred to Section 2.01(e) hereof to beneficial owners a Person who are required to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease takes delivery in the principal amount form of such an interest in a Restricted Global Note in an amount equal to representing Rule 144A Notes only if the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for cancellationits own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the Company United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall executenot apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, and whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee shall authenticate and deliver, a written certificate (in the form provided in Exhibit 1 hereto) to each beneficial owner identified by DTC the effect that such transfer is being made in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount accordance with Rule 904 of Definitive Notes of authorized denominationsRegulation S or Rule 144 (if available). (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(3), 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(dSECTION 2.1(g) shall apply only to Global Notes deposited with the TrusteeNotes Custodian, as custodian for DTC. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(cSECTION 2.1(e). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in SECTION 2.1(g)(4) and 2.1(h). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(eSECTION 2.1(h) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereofSECTION 2.1(h), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d)(2). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (iii) Each Global Note initially shall (A) be registered in the name of DTC or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iiiii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iviii) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (viv) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (viv) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCSecurities Custodian. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC Securities Custodian and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Security (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global NoteSecurity, and DTC may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company Company, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee or any agent of the Company Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. Except as otherwise stated in this Section 1.3(b) and Section 1.3(c) below, the last two paragraphs of Section 305 of the Base Indenture will apply to the Notes. (i) This Section 2.01(d1.3(b) shall apply only to Global Notes deposited with the Notes Custodian with respect to such Notes (as appointed by the Depositary), or any successor Person thereto, which shall initially be the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC the Depositary for such Global Note or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian Notes Custodian for DTC such Depositary and (Cz) bear legends as the legend set forth in Section 2.01(c) hereof.Exhibit A. (iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer The registered Holder of a portion of the beneficial interest in a Global Note pursuant may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to Section 2.01(e) hereof take any action which a Holder is entitled to beneficial owners who are required to hold Definitive take under the Indenture or the Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e1.3(c) hereofof this Supplemental Indenture, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may grant proxies be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, ownership of a beneficial interest in such Global Note shall be required to take any action which be reflected in a Holder is entitled to take under this Indenture or the Notesbook entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes deposited with the Trustee, as custodian for DTC. that (iia) Each Global Note initially shall (A) be registered in the name of DTC the Depository for such Global Note or Global Notes or the nominee of DTC, such Depository and (Bb) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian Notes Custodian for DTC the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and (C) bear legends Regulation S Notes so long as set forth in Section 2.01(c) hereof. (iii) required by law or the Depository. Members of, or participants in, DTC the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Trustee as the custodian of DTC Notes Custodian or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee shall be entitled to treat the Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC such Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion . Until the 40th day after the later of the commencement of the offering of any Restricted Notes and the original issue date of such Restricted Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note pursuant representing Regulation S Notes may be transferred to Section 2.01(e) hereof to beneficial owners a Person who are required to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease takes delivery in the principal amount form of such an interest in a Restricted Global Note in an amount equal to representing Rule 144A Notes only if the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for cancellationits own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the Company United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall executenot apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, and whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee shall authenticate and deliver, a written certificate (in the form provided in Exhibit 1 hereto) to each beneficial owner identified by DTC the effect that such transfer is being made in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount accordance with Rule 904 of Definitive Notes of authorized denominationsRegulation S or Rule 144 (if available). (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCSecurities Custodian. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC Securities Custodian and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Security (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global NoteSecurity, and DTC may be treated by the CompanyIssuer, the Guarantors, the Trustee and any agent of the Company Issuer, the Guarantors or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Guarantors, the Trustee or any agent of the Company Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC for such Global Note or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(g) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(e). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the DTC, its successors or its respective nominees, except as set forth in Section 2.1(g)(4) and 2.1(h). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(h) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(h), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC for such Global Security or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in under Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (a) Global Notes shall (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC the Clearing Agency or the a nominee of DTCthe Clearing Agency, (Bii) be delivered to the Trustee as custodian for DTC the Clearing Agency and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) bear the Legend (as applicable). In accordance with the requirements of the Clearing Agency, the Issuer shall cause the Trustee to authenticate an additional Global Note or additional Global Notes in the appropriate principal amount such that no Global Note may exceed an aggregate principal amount of $500,000,000 at any time. Members of, or participants in, DTC the Clearing Agency (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Clearing Agency, or by the Trustee as the custodian of DTC its custodian, or under such Global Note, and DTC the Clearing Agency may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders or Beneficial Holders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders and Beneficial Holders of such class of Global Notes to the Clearing Agency, and shall make available additional copies as requested by Agent Members, in each case to the extent that the Trustee shall have been provided with a copy of a Confidentiality Agreement executed and delivered to the Registrar by such Noteholders or Beneficial Holders. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Clearing Agency or impair, as between DTC the Clearing Agency and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in Noteholder under any Global Note. Neither the Issuer nor the Trustee shall be liable for any delay by the Clearing Agency in identifying the Agent Members in respect of the Global Notes, and the Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from the Clearing Agency for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Global Notes to be issued). (ivb) In connection Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Clearing Agency, its successors or their respective nominees. Interests of Agent Members in a Global Note may be transferred in accordance with the Applicable Procedures and the provisions of Section 2.11. Except as set forth in Section 2.11(a), Definitive Notes shall be issued to the individual Agent Members or Beneficial Holders or their nominees in exchange for their Beneficial Interests in a Global Note with respect to any transfer class of Notes only if (i) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depositary with respect to such class of Notes and the Trustee or the Issuer is unable to appoint a qualified successor within ninety (90) days of such notice or (ii) during the occurrence of an Event of Default with respect to such class of Notes, any Noteholder requests that all or a portion of a Global Note be exchanged for a Definitive Note. Upon the beneficial occurrence of any event described in the preceding sentence, the Trustee shall notify all affected Noteholders of such class, through the Clearing Agency, of the occurrence of such event and of the availability of Definitive Notes of such class; provided, however, that in no event shall the Temporary Regulation S Global Note be exchanged for Definitive Notes prior to the later of (x) the termination of the Restricted Period and (y) the date of receipt by the Issuer of any certificates determined by it to be required pursuant to Rule 903 or 904 under the Securities Act. Upon surrender to the Trustee of the Global Notes of such class held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration of Definitive Notes, the Issuer shall issue and the Trustee shall authenticate and deliver the Definitive Notes of such class to the Agent Members and Beneficial Holders of such class or their nominees in accordance with the instructions of the Clearing Agency. None of the Issuer, the Registrar, the Transfer Agent, the Paying Agent or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Notes of such class, the Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Noteholders hereunder. Neither the Issuer nor the Trustee shall be liable if the Trustee or the Issuer is unable to locate a qualified successor to the Clearing Agency. (c) Any Beneficial Interest in one of the Global Notes as to any class that is transferred to a Person who takes delivery in the form of an interest in another Global Note shall, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, shall thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Beneficial Interests in such other Global Note for as long as it remains such an interest. (d) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e2.10(b) hereof shall bear the Legend applicable to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i1) This Section 2.01(d2.1(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii2) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as the legend set forth in Section 2.01(c) hereof2.1(c). (iii3) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv4) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (e) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of the relevant series of like tenor and amount. (v5) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (e) of this Section 2.01(e) hereof2.1, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of the relevant series of authorized denominations. (vi6) The registered Holder 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 which that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(g) shall apply only to Global Notes deposited with the Trustee, as custodian for DTCNotes Custodian. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(e). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(g)(4) and 2.1(h). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Registrar will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(h) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian Registrar shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(h), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC Depositary or under such the Global NoteSecurity, and DTC the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary, or such nominee, as the case may be, or (B) impair, as between DTC the Depositary and its Agent Members, the Applicable Procedures or the operation of customary practices of DTC governing the exercise of the rights of a Holder of any Security. None of the Company, the Trustee, the Registrar, any Paying Agent or any agent of any of them shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Securities, for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any acts or omissions of a Depositary or for any transactions between a Depositary and any beneficial owner or between or among beneficial owners. No owner of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 transferredhave any rights under this Indenture, and the Company shall executeDepositary or its nominee, and the Trustee shall authenticate and deliverif any, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed and treated by the Company, the Trustee, the Registrar, any Paying Agent or any agent of any of them as the absolute owner and holder of such Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Registrar, any Paying Agent or any agent of any of them from giving effect to be surrendered to the Trustee for cancellationany written certification, proxy or other authorization furnished by a Depositary, or any of its members and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in any other Person on whose behalf such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominationsmember may act. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.01(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.01(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or their respective nominees, except as set forth in Section 2.01(e)(v) and Section 2.01(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.01(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.01(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (A) the Holder of such Global Note (or its agent) or (B) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC for such Global Security or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as the legend set forth in Section 2.01(c) hereof). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC DTC, or (y) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (e) of this Section 2.01(e) hereof 2.01 to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of the relevant series of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (e) of this Section 2.01(e) hereof2.01, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of the relevant series of authorized denominations. (vi) The registered Holder holder of a Global Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.01(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.01(d)(2). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.01(e)(4) and 2.01(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.01(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.01(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC for such Global Security or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder Securityholder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder Securityholder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder Securityholder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d)(2). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(4) and (f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book‑entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d)(2). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book‑entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.01(e) shall apply only to Global Notes deposited with the TrusteeCustodian, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee Custodian, as custodian for DTC DTC, and (Cz) bear legends as set forth in Section 2.01(c2.01(d). Transfers of a Global Note (but not a beneficial interest therein) hereofshall be limited to transfers thereof in whole, but not in part, to the DTC, its successors or its respective nominees, except as set forth in Section 2.01(e)(v) and 2.01(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee shall (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, shall, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, shall thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Custodian, as the custodian of DTC DTC, or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.01(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.01(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes. (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the TrusteeRegistrar, as custodian for DTC. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuers shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Company Issuers shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(g) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (iii) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(e). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the DTC, its successors or its respective nominees, except as set forth in Section 2.1(g)(4) and 2.1(h). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iiiii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iviii) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(h) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuers shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (viv) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(h), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuers shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (viv) 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 which a Holder is entitled to take under this Indenture or the Notes. (vi) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d) hereof. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(3), Section 2.1(e)(4) and Section 2.1(f) hereof. If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (a) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (b) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e2.1(f) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(c). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(e), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Holder 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (a) Global Notes shall (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the a nominee of DTC, (Bii) be delivered to the Trustee as custodian for DTC and (Ciii) bear legends as set forth the Legend. In accordance with the requirements of DTC, the Issuer will cause the Trustee to authenticate an additional Global Note or additional Global Notes in Section 2.01(c) hereof. (iii) the appropriate principal amount such that no Global Note may exceed an aggregate principal amount of $500,000,000 at any time. Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, or by the Trustee as the custodian of DTC its custodian, or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders or Beneficial Holders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders and Beneficial Holders of such class of Global Notes to DTC, and shall make available additional copies as requested by Agent Members, provided that Distribution Reports and related materials and other notices and communications pursuant to Sections 2.13, 4.17, 6.2, 6.12 and 6.13 shall be provided directly to Noteholders and Beneficial Holders (and not to DTC or Agent Members), in each case solely to the extent that the Trustee shall have been provided with a copy of a Confidentiality Agreement executed and delivered to the Registrar by such Noteholders or Beneficial Holders. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in Noteholder under any Global Note. Neither the Issuer nor the Trustee shall be liable for any delay by DTC in identifying the Agent Members in respect of the Global Notes, and the Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Global Notes to be issued). (ivb) In connection Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to DTC, its successors or their respective nominees. Interests of Agent Members in a Global Note may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 2.11. Definitive Notes shall be issued to the individual Agent Members or Beneficial Holders or their nominees in exchange for their Beneficial Interests in a Global Note with respect to any transfer class of Notes only if (i) the Issuer advises the Trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as depositary with respect to such class of Notes and the Trustee or the Issuer is unable to appoint a qualified successor within 90 days of such notice or (ii) during the occurrence of an Event of Default with respect to such class of Notes, any Noteholder requests that all or a portion of a Global Note be exchanged for a Definitive Note. Upon the beneficial occurrence of any event described in the preceding sentence, the Trustee shall notify all affected Noteholders of such class, through DTC, of the occurrence of such event and of the availability of Definitive Notes of such class; provided, however, that in no event shall the Temporary Regulation S Global Note be exchanged for Definitive Notes prior to the later of (x) the Regulation S Global Note Exchange Date and (y) the date of receipt by the Issuer of any certificates determined by it to be required pursuant to Rule 903 or 904 under the Securities Act. Upon surrender to the Trustee of the Global Notes of such class held by DTC, accompanied by registration instructions from DTC for registration of Definitive Notes, the Issuer shall issue and the Trustee shall authenticate and deliver the Definitive Notes of such class to the Agent Members and Beneficial Holders of such class or their nominees in accordance with the instructions of DTC. None of the Issuer, the Registrar, the Paying Agent or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Notes of such class, the Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Noteholders hereunder. Neither the Issuer nor the Trustee shall be liable if the Trustee or the Issuer is unable to locate a qualified successor to DTC. Definitive Notes of any class will be transferable and exchangeable for Definitive Notes of the same class at the office of the Trustee or the office of the Registrar upon compliance with the requirements set forth in this Indenture. In the case of a transfer of only part of a holding of Definitive Notes, a new Definitive Note shall be issued to the transferee in respect of the part transferred and a new Definitive Note in respect of the balance of the holding not transferred shall be issued to the transferor and may be obtained at the office of the Registrar. (c) Any Beneficial Interest in one of the Global Notes as to any class that is transferred to a Person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Beneficial Interests in such other Global Note for as long as it remains such an interest. (d) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e2.10(b) hereof shall bear the Legend applicable to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCthe Depositary. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC the Depositary for such Global Security or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian for DTC such Depositary and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(c). (iii) Members of, or participants in, DTC the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global NoteSecurity, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to Section 2.01(e2.1(e) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian Security Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(e) hereof2.1(e), such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCSecurities Custodian. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC Securities Custodian and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Security (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global NoteSecurity, and DTC may be treated by the CompanyIssuer, the Subsidiary Guarantors, the Trustee and any agent of the Company Issuer, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Subsidiary Guarantors, the Trustee or any agent of the Company Issuer, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.01(c) shall apply only to Global Notes deposited with the Depositary or with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC Depositary. Participants and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) Members of, or participants in, DTC (“Agent Members”) Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as custodian for the custodian of DTC or under such Global NoteDepositary, and DTC may the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent MembersParticipants or Indirect Participants, the Applicable Procedures or the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. . None of the Company, the Trustee or any Agent thereof shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, for all purposes of this Indenture relating to a Global Note (iv) In connection with any transfer including the payment of principal and the giving of instructions or directions by or to the owner or holder of a portion beneficial ownership interest in such Global Note) as the sole Holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to a Global Note, for the records of the Depositary, including records in respect of beneficial ownership interests in respect of such Global Security, for any transactions between the Depositary and any Participant or between or among the Depositary, any Participant and/or any Indirect Participant and/or holder or owner of a beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to or for any transfers of beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest interests in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d)(2). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCSecurities Custodian. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC Securities Custodian and (Cz) bear legends as set forth in under Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC Securities Custodian or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Security (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(v) and 2.1(f). If a beneficial interest in a Global Security is transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x) record a decrease in the principal amount of the Global Security being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Security. Any beneficial interest in one Global Security that is transferred to a Person who takes delivery in the form of an interest in another Global Security, or exchanged for an interest in another Global Security, will, upon transfer or exchange, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC for such Global Note or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Guarantors, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Guarantors, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or (B) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(v) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes. (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(3), 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC for such Global Note or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (a) Global Notes shall (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the a nominee of DTC, (Bii) be delivered to the Trustee as custodian for DTC and (Ciii) bear legends as set forth the Private Placement Legend. In accordance with the requirements of DTC, the Issuer will cause the Trustee to authenticate an additional Global Note or additional Global Notes in Section 2.01(c) hereof. (iii) the appropriate principal amount such that no Global Note may exceed an aggregate principal amount of $500,000,000 at any time. Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, or by the Trustee as the custodian of DTC its custodian, or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders of such class of Global Notes to DTC and/or the Agent Members, and shall make available additional copies as requested by such Agent Members, subject to the limitations on distribution contained in Section 2.13. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in Noteholder under any Global Note. Neither the Issuer nor the Trustee shall be liable for any delay by DTC in identifying the Agent Members in respect of the Global Notes, and the Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Global Notes to be issued). (ivb) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to DTC, its successors or their respective nominees. Interests of Agent Members in a Global Note may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 2.11. Except as set forth in Section 2.11(a), Definitive Notes shall be issued to the individual Agent Members or Beneficial Holders or their nominees in exchange for their Beneficial Interests in a Global Note with respect to any class of Notes only if (i) the Issuer advises the Trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as depositary with respect to such class of Notes and the Trustee or the Issuer is unable to appoint a qualified successor within 90 days of such notice, (ii) the Issuer, at its option, elects to terminate the book-entry system through DTC or (iii) during the occurrence of an Event of Default with respect to such class of Notes, Noteholders of a majority of the Outstanding Principal Balance of such class of Notes advise the Issuer, the Trustee and DTC through the Agent Members in writing that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the best interests of the Noteholders of such class. Upon the occurrence of any event described in the immediately preceding sentence, the Trustee shall notify all affected Noteholders of such class, through DTC, of the occurrence of such event and of the availability of Definitive Notes of such class; provided, however, that in no event shall the Temporary Regulation S Global Note be exchanged for Definitive Notes prior to the later of (x) the Regulation S Global Note Exchange Date and (y) the date of receipt by the Issuer of any certificates determined by it to be required pursuant to Rule 903 or 904 under the Securities Act. Upon surrender to the Trustee of the Global Notes of such class held by DTC, accompanied by registration instructions from DTC for registration of Definitive Notes, the Issuer shall issue and the Trustee shall authenticate and deliver the Definitive Notes of such class to the Agent Members and Beneficial Holders of such class or their nominees in accordance with the instructions of DTC. None of the Issuer, the Registrar, the Paying Agent or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Notes of such class, the Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Noteholders hereunder. Neither the Issuer nor the Trustee shall be liable if the Trustee or the Issuer is unable to locate a qualified successor to DTC. Definitive Notes of any class will be freely transferable and exchangeable for Definitive Notes of the same class at the office of the Trustee or the office of the Registrar upon compliance with the requirements set forth herein. In connection with any the case of a transfer of only part of a portion holding of Definitive Notes, a new Definitive Note shall be issued to the transferee in respect of the beneficial part transferred and a new Definitive Note in respect of the balance of the holding not transferred shall be issued to the transferor and may be obtained at the office of the applicable Registrar. (c) Any Beneficial Interest in one of the Global Notes as to any class that is transferred to a Person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Beneficial Interests in such other Global Note for as long as it remains such an interest. (d) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e2.10(b) hereof shall bear the Private Placement Legend applicable to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the TrusteeRegistrar, as custodian for DTC. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuers shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Company Issuers shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes deposited with the Trustee, as custodian for DTC. that (iia) Each Global Note initially shall (A) be registered in the name of DTC the Depository for such Global Note or Global Notes or the nominee of DTC, such Depository and (Bb) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian Notes Custodian for DTC the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and (C) bear legends Regulation S Notes so long as set forth in Section 2.01(c) hereof. (iii) required by law or the Depository. Members of, or participants in, DTC the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Trustee as the custodian of DTC Notes Custodian or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee shall be entitled to treat the Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC such Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion . Until the 40th day after the later of the commencement of the offering of any Notes and the original issuance date of such Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note pursuant representing Regulation S Notes may be transferred to Section 2.01(e) hereof to beneficial owners a Person who are required to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease takes delivery in the principal amount form of such an interest in a Restricted Global Note in an amount equal to representing Rule 144A Notes only if the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for cancellationits own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the Company United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall executenot apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, and whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee shall authenticate and deliver, a written certificate (in the form provided in Exhibit 1 hereto) to each beneficial owner identified by DTC the effect that such transfer is being made in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount accordance with Rule 904 of Definitive Notes of authorized denominationsRegulation S or Rule 144 (if available). (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.01(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC for such Global Note or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.01(d). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (f) of this Section 2.01(e) hereof 2.01 to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.01, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes. (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes deposited with the Trustee, as custodian for DTC. that (iia) Each Global Note initially shall (A) be registered in the name of DTC the Depository for such Global Note or Global Notes or the nominee of DTC, such Depository and (Bb) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and (C) bear legends Regulation S Notes so long as set forth in Section 2.01(c) hereof. (iii) required by law or the Depository. Members of, or participants in, DTC the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Trustee as the custodian of DTC the Depository or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC such Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. . Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the closing of such offering (ivsuch period, the “Restricted Period”), beneficial interests in the Restricted Global Note representing Regulation S Notes may be exchanged for beneficial interests in the Rule 144A Restricted Global Note representing Rule 144A Notes only if (i) In such exchange occurs in connection with any a transfer of the notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a portion written certificate (in the form provided in Exhibit 1 hereto) to the effect that the notes are being transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A, and (iii) the transfer is in accordance with all applicable securities laws of the states of the United States and other jurisdictions. After the expiration of the Restricted Period, such certification requirements shall not apply to such transfers of beneficial interest interests in a Restricted Global Note pursuant representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to Section 2.01(e) hereof to beneficial owners a Person who are required to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease takes delivery in the principal amount form of such Global Note in an amount equal to the principal amount of the beneficial interest in the Restricted Global Note to be transferredrepresenting Regulation S Notes, and whether before or after the Company shall executeexpiration of the Restricted Period, and only if the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered transferor first delivers to the Trustee for cancellationa written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, and if such transfer occurs prior to the Company shall executeexpiration of the Restricted Period, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominationstransferred will be held immediately thereafter through Euroclear or Clearstream. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTCNotes Custodian. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC or Cede & Co. as the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC Notes Custodian and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.1(e)(v) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC Notes Custodian or under such Global Note, and DTC may be treated by the CompanyIssuer, the Subsidiary Guarantors, the Trustee and any agent of the Company Issuer, the Subsidiary Guarantors or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Subsidiary Guarantors, the Trustee or any agent of the Company Issuer, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes. (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(3), Section 2.1(e)(4) and Section 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (a) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (b) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which that a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depositary. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes deposited with the Trustee, as custodian for DTC. that (iia) Each Global Note initially shall (A) be registered in the name of DTC the Depositary for such Global Note or Global Notes or the nominee of DTC, such Depositary and (Bb) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as custodian for DTC the Depositary. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and (C) bear legends Regulation S Notes so long as set forth in Section 2.01(c) hereof. (iii) required by law or the Depositary. Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee shall be entitled to treat the Holder as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC such Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion . Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note pursuant representing Regulation S Notes may be transferred to Section 2.01(e) hereof to beneficial owners a Person who are required to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease takes delivery in the principal amount form of such an interest in a Restricted Global Note in an amount equal to representing Rule 144A Notes only if the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for cancellationits own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the Company United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall executenot apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, and whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee shall authenticate and deliver, a written certificate (in the form provided in Exhibit 1 hereto) to each beneficial owner identified by DTC the effect that such transfer is being made in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount accordance with Rule 904 of Definitive Notes of authorized denominationsRegulation S or Rule 144 (if available). (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. With respect to each original issuance of Initial Notes or Additional Notes, the Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes deposited with the Trustee, as custodian for DTC. that (iia) Each Global Note initially shall (A) be registered in the name of DTC the Depository for such Global Note or Global Notes or the nominee of DTC, such Depository and (Bb) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC Notes Custodian. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and (C) bear legends Regulation S Notes so long as set forth in Section 2.01(c) hereof. (iii) required by law or the Depository. Members of, or participants in, DTC the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Trustee as the custodian of DTC Notes Custodian or under such Global Note, and DTC may be treated by the Company, the Guarantors, the Trustee and any agent of the Company Company, the Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Guarantors, the Trustee or any agent of the Company Company, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC such Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion . Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes (such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note pursuant representing Regulation S Notes may be transferred to Section 2.01(e) hereof to beneficial owners a Person who are required to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease takes delivery in the principal amount form of such an interest in a Restricted Global Note in an amount equal to representing Rule 144A Notes only if the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit A hereto) to the effect that such transfer is being made to a Person who the transferor reasonably believes is purchasing for cancellationits own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the Company United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall executenot apply to such transfers of beneficial interests in a Restricted Global Note representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, and whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee shall authenticate and deliver, a written certificate (in the form provided in Exhibit A hereto) to each beneficial owner identified by DTC the effect that such transfer is being made in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount accordance with Rule 904 of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.Regulation S.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b) and pursuant to a Company Order, authenticate and deliver initially one or more Global Notes deposited with the Trustee, as custodian for DTC. that (iii) Each Global Note initially shall (A) be registered in the name of DTC the Depositary for such Global Note or Global Notes or the nominee of DTC, such Depositary and (Bii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) the Depositary. Agent Members of, or participants in, DTC (“Agent Members”) shall have no rights under this the Indenture and the Supplemental Indenture with respect to any Global Note held on their behalf by DTC the Depositary, or by the Trustee as the custodian of DTC the Depositary, or under such any Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depositary or its nominee, as the case may be, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC such Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. . Ownership of beneficial interests in any Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by the Depositary or its nominee (ivwith respect to interests of Agent Members) In connection with any transfer of a portion and the records of the beneficial interest in a Global Note pursuant Agent Members (with respect to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notesinterests of Persons other than Agent Members). None of the Company, the Securities Custodian shall reflect on its books and records Trustee, any Paying Agent or the date and a decrease in the principal amount Security Registrar will have any responsibility of such Global Note in an amount equal to the principal amount liability for any aspect of the records relating to or payments made on account of beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Holder ownership interests of a Global Note may grant proxies and otherwise authorize or for maintaining, supervising or reviewing any person, including Agent Members and persons that may hold interests through Agent Members, records relating to take any action which a Holder is entitled to take under this Indenture or the Notessuch beneficial ownership interests.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCthe Depositary. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC the Depositary for such Global Security or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian for DTC such Depositary and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(c). (iii) Members of, or participants in, DTC the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global NoteSecurity, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (e) of this Section 2.01(e) hereof to beneficial owners who are required to hold Definitive NotesCertificated Securities (as defined below), the Securities Custodian Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Certificated Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(esubsection (e) hereofof this Section, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Certificated Securities of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Notes Note deposited with or on behalf of the Trustee, as custodian for DTCDepository. (iii) Each The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Note initially shall Notes that (A) shall be registered in the name of DTC the Depository for such Global Note or Global Notes or the nominee of DTC, such Depository and (B) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereofthe Depository. (iiiii) Members of, or participants in, DTC the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Trustee as the its custodian of DTC the Depository or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC such Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iviii) In connection with any After a transfer of a portion any Initial Notes during the period of the beneficial interest in effectiveness of a Global Note pursuant Shelf Registration Statement with respect to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive such Initial Notes, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal all requirements pertaining to the principal amount of the beneficial interest in the Global Note Restricted Notes Legend on such Initial Notes shall cease to be transferred, apply and the Company requirements that any such Initial Notes be issued in global form shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amountcontinue to apply. (viv) In connection Upon the consummation of a Registered Exchange Offer with respect to the transfer of an entire Global Note to beneficial owners Initial Notes pursuant to Section 2.01(e) hereof, which Holders of such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC Initial Notes are offered Exchange Notes in exchange for its beneficial interest their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the Restricted Notes Legend shall be available to Holders that exchange such Initial Notes in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominationsRegistered Exchange Offer. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. Except as otherwise stated in this Section 1.3(b) and Section 1.3(c) below, the last two paragraphs of Section 305 of the Base Indenture will apply to the Notes. (i) This Section 2.01(d1.3(b) shall apply only to Global Notes deposited with the Notes Custodian with respect to such Notes (as appointed by the Depositary), or any successor Person thereto, which shall initially be the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC the Depositary for such Global Note or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian Notes Custodian for DTC such Depositary and (Cz) bear legends as the legend set forth in Section 2.01(c) hereofthe applicable Exhibit. (iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer The registered Holder of a portion of the beneficial interest in a Global Note pursuant may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to Section 2.01(e) hereof take any action which a Holder is entitled to beneficial owners who are required to hold Definitive take under the Indenture or the Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e1.3(c) hereofof this Supplemental Indenture, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may grant proxies be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, ownership of a beneficial interest in such Global Note shall be required to take any action which be reflected in a Holder is entitled to take under this Indenture or the Notesbook entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC for such Global Security or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(c). (iii) Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (e) of this Section 2.01(e) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(esubsection (e) hereofof this Section, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Issuers shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes deposited with the Trustee, as custodian for DTC. that (iia) Each Global Note initially shall (A) be registered in the name of DTC the Depository for such Global Note or Global Notes or the nominee of DTC, such Depository and (Bb) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and (C) bear legends Regulation S Notes so long as set forth in Section 2.01(c) hereof. (iii) required by law or the Depository. Members of, or participants in, DTC the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depository or by the Trustee as the custodian of DTC the Depository or under such Global Note, and DTC may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC such Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. . Prior to the expiration of the period through and including the 40th day after the later of the commencement of the offering of any Initial Notes and the closing of such offering (ivsuch period, the “Restricted Period”), beneficial interests in the Restricted Global Note representing Regulation S Notes may be exchanged for beneficial interests in the Rule 144A Restricted Global Note representing Rule 144A Notes only if (i) In such exchange occurs in connection with any a transfer of the notes pursuant to Rule 144A, (ii) the transferor first delivers to the Trustee a portion written certificate (in the form provided in Exhibit 1 hereto) to the effect that the notes are being transferred to a Person who the transferor reasonably believes to be a QIB within the meaning of Rule 144A and is purchasing for its own account or the account of a QIB, in each case in a transaction meeting the requirements of Rule 144A, and (iii) the transfer is in accordance with all applicable securities laws of the states of the United States and other jurisdictions. After the expiration of the Restricted Period, such certification requirements shall not apply to such transfers of beneficial interest interests in a Restricted Global Note pursuant representing Regulation S Notes. Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to Section 2.01(e) hereof to beneficial owners a Person who are required to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease takes delivery in the principal amount form of such Global Note in an amount equal to the principal amount of the beneficial interest in the Restricted Global Note to be transferredrepresenting Regulation S Notes, and whether before or after the Company shall executeexpiration of the Restricted Period, and only if the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered transferor first delivers to the Trustee for cancellation, and a written certificate (in the Company shall execute, and form provided in Exhibit 1 hereto) to the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC effect that such transfer is being made in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount accordance with Rule 903 or 904 of Definitive Notes of authorized denominationsRegulation S or Rule 144 (if available). (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTCthe Depositary. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC the Depositary for such Global Note or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian for DTC such Depositary and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(c). (iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC the Depositary may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes. (v) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.1(e) to beneficial owners who are permitted under this Indenture to hold Definitive Notes, the Trustee shall 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 Definitive Notes of like tenor and amount. (vi) In connection with the transfer of an entire beneficial interest in a Global Note pursuant to Section 2.1(e) to beneficial owners who are permitted under this Indenture to hold Definitive Notes, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (A) the Holder of such Global Note (or its agent) or (B) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. Except as otherwise stated in this Section 1.3(c) and Section 1.4(d) below, the last two paragraphs of Section 305 of the Base Indenture will apply to the Notes. (i) This Section 2.01(d1.3(c) shall apply only to Global Notes deposited with the Notes Custodian with respect to such Notes (as appointed by the Depositary), or any successor Person thereto, which shall initially be the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC the Depositary for such Global Note or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian Notes Custodian for DTC such Depositary and (Cz) bear legends as the legend set forth in Section 2.01(c) hereof.Exhibit A. (iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this the Indenture or the Notes. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 1.3(d) of this Supplemental Indenture, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCthe Depositary. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC the Depositary for such Global Security or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian for DTC such Depositary and (Cz) subject to Section 2.1(b), bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global NoteSecurity, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (v) In connection with any transfer of a portion of the beneficial interest in a Global Security pursuant to subsection (f) of this Section 2.1 to beneficial owners who are required to hold Definitive Securities, the Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Securities of like tenor and amount. (vi) In connection with the transfer of an entire Global Security to beneficial owners pursuant to subsection (f) of this Section 2.1, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b) and pursuant to a Company Order, authenticate and deliver initially one or more Global Notes deposited with the Trustee, as custodian for DTC. that (iii) Each Global Note initially shall (A) be registered in the name of DTC the Depository for such Global Note or Global Notes or the nominee of DTC, such Depository and (Bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions or held by the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) the Depository. Agent Members of, or participants in, DTC (“Agent Members”) shall have no rights under this the Indenture and the Supplemental Indenture with respect to any Global Note held on their behalf by DTC the Depository, or by the Trustee as the custodian of DTC the Depository, or under such any Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository or its nominee, as the case may be, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC such Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. . Ownership of beneficial interests in any Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by the Depository or its nominee (ivwith respect to interests of Agent Members) In connection with any transfer of a portion and the records of the beneficial interest in a Global Note pursuant Agent Members (with respect to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notesinterests of Persons other than Agent Members). None of the Company, the Securities Custodian shall reflect on its books and records Trustee, any Paying Agent or the date and a decrease in the principal amount Security Registrar will have any responsibility of such Global Note in an amount equal to the principal amount liability for any aspect of the records relating to or payments made on account of beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Holder ownership interests of a Global Note may grant proxies and otherwise authorize or for maintaining, supervising or reviewing any person, including Agent Members and persons that may hold interests through Agent Members, records relating to take any action which a Holder is entitled to take under this Indenture or the Notessuch beneficial ownership interests.

Book-Entry Provisions. (a) Global Notes shall (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC for such Notes or in the name of the nominee of DTC, (Bii) be delivered to the Trustee as custodian for DTC and (Ciii) bear legends the Private Placement Legend as set forth in Section 2.01(c) 2.02 hereof. (iii) . Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, or by the Trustee as the custodian of DTC its custodian, or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b) below, the Trustee shall give all such notices and communications specified herein to be given to Noteholders of such class of Global Notes to DTC and/or the Agent Members, and shall make available additional copies as requested by such Agent Members, subject to the limitations on distribution contained in Section 2.11. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with . Neither the Issuer nor the Trustee shall be liable for any transfer of a portion delay by DTC in identifying the Agent Members in respect of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company Issuer and the Trustee may conclusively rely on, and shall executebe fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the Trustee shall authenticate and deliverrespective principal amounts, one or more Definitive of any Global Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominationsissued). (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b) and pursuant to a Company Order, authenticate and deliver initially one or more Global Notes deposited with the Trustee, as custodian for DTC. that (iii) Each Global Note initially shall (A) be registered in the name of DTC the Depository for such Global Note or Global Notes or the nominee of DTC, such Depository and (Bii) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) the Depository. Agent Members of, or participants in, DTC (“Agent Members”) shall have no rights under this the Indenture and the Supplemental Indenture with respect to any Global Note held on their behalf by DTC the Depository, or by the Trustee as the custodian of DTC the Depository, or under such any Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository or its nominee, as the case may be, as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC such Depository governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. . Ownership of beneficial interests in any Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by the Depository or its nominee (ivwith respect to interests of Agent Members) In connection with any transfer of a portion and the records of the beneficial interest in a Global Note pursuant Agent Members (with respect to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notesinterests of Persons other than Agent Members). None of the Company, the Securities Custodian shall reflect on its books and records Trustee, any Paying Agent or the date and a decrease in the principal amount Security Registrar will have any responsibility of such Global Note in an amount equal to the principal amount liability for any aspect of the records relating to or payments made on account of beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Holder ownership interests of a Global Note may grant proxies and otherwise authorize or for maintaining, supervising or reviewing any person, including Agent Members and persons that may hold interests through Agent Members, records relating to take any action which a Holder is entitled to take under this Indenture or the Notessuch beneficial ownership interests.

Book-Entry Provisions. (i) This Section 2.01(d2.01(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.01(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Sections 2.01(e)(v) and 2.01(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.01(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.01(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes. (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCthe Depositary. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC the Depositary for such Global Security or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian for DTC such Depositary and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(c). (iii) Members of, or participants in, DTC the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global NoteSecurity, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (e) of this Section 2.01(e) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian Security Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(esubsection (e) hereofof this Section, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTCNotes Custodian. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC the Depositary for such Global Note or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian Notes Custodian for DTC such Depositary and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC the Depositary may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes. (v) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Notes, the Trustee shall 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 Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (vi) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC for such Global Security or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions. (i) This Section 2.01(d) shall apply only to Global Notes deposited with the TrusteeCSK, as custodian common safe-keeper for DTCthe Clearing Systems. (iii) Each Global Note initially shall (A) be registered in the name of DTC or the a nominee of DTCthe CSK for and in respect of interests held through, the Clearing Systems, (B) be delivered to the Trustee CSK as custodian the common safe-keeper for DTC the Clearing Systems and (C) bear legends as set forth in Section 2.01(c) hereof. (iiiii) Members of, or participants in, DTC the Clearing Systems (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Clearing Systems or by the Trustee CSK as common safe-keeper for the custodian of DTC Clearing Systems or under such Global Note, and DTC the nominee of the CSK may be treated by the Company, the Trustee Trustee, the Registrar and any agent of the Company Company, the Trustee or the Trustee Registrar as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Clearing Systems or impair, as between DTC the CSK, the Clearing Systems and its Agent Members, the operation of customary practices of DTC the Clearing Systems governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iviii) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian Registrar and, pursuant to Section 2.05 hereof, the Paying Agent shall procure that the Clearing Systems reflect on its in their 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (viv) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee Registrar for cancellation, and the Paying Agent will inform the CSK and procure that the relevant amendments are made in the records of the Clearing Systems and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Clearing Systems in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (viv) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as the legend set forth in Section 2.01(c) hereof). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC DTC, or (y) impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (e) of this Section 2.01(e) hereof 2.01 to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (e) of this Section 2.01(e) hereof2.01, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Holder holder of a Global Note may grant proxies and otherwise authorize any personPerson, including Agent Members and persons Persons that may hold interests through Agent Members, to take any action which that a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i1) This Section 2.01(d) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCthe Depository. (ii2) Each Global Note Security initially shall (Ax) be registered in the name of DTC the Depository for such Global Security or the nominee names of DTCsuch Depository, (By) be delivered to the Trustee as custodian for DTC such Depository and (Cz) bear legends as set forth in Section 2.01(c) hereof). (iii3) Members of, or participants in, DTC the Depository (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC the Depository or by the Trustee as the custodian of DTC the Depository or under such Global NoteSecurity, and DTC the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or impair, as between DTC the Depository and its Agent Members, the operation of customary practices of DTC the Depository governing the exercise of the rights of a Holder holders of a beneficial interest in any Global NoteSecurity. (iv4) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (e) of this Section 2.01(e) hereof to beneficial owners who are required to hold Definitive NotesCertificated Securities (as defined below), the Securities Custodian Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall upon receipt of a written order from the Company authenticate and deliver, one or more Definitive Notes Certificated Securities of like tenor and amount. (v5) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(esubsection (e) hereofof this Section, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depository in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Certificated Securities of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (a) Global Notes shall (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the a nominee of DTC, (Bii) be delivered to the Trustee as custodian for DTC and (Ciii) bear legends as set forth the Legend. In accordance with the requirements of DTC, the Issuer will cause the Trustee to authenticate an additional Global Note or additional Global Notes in Section 2.01(c) hereof. (iii) the appropriate principal amount such that no Global Note may exceed an aggregate principal amount of $500,000,000 at any time. Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, or by the Trustee as the custodian of DTC its custodian, or under such Global Note, and DTC may be treated by the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders or Beneficial Holders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders and Beneficial Holders of such class of Global Notes to DTC, and shall make available additional copies as requested by Agent Members, in each case to the extent that the Trustee shall have been provided with a copy of a Confidentiality Agreement executed and delivered to the Registrar by such Noteholders or Beneficial Holders. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuer, the Trustee or any agent of the Company Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in Noteholder under any Global Note. Neither the Issuer nor the Trustee shall be liable for any delay by DTC in identifying the Agent Members in respect of the Global Notes, and the Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of any Global Notes to be issued). (ivb) In Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to DTC, its successors or their respective nominees. Interests of Agent Members in a Global Note may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 2.11. Except as set forth in Section 2.11(a), Definitive Notes shall be issued to the individual Agent Members or Beneficial Holders or their nominees in exchange for their Beneficial Interests in a Global Note with respect to any class of Notes only if (i) DTC advises the Trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as depositary with respect to such class of Notes or ceases to be a clearing agency, and the Trustee or the Issuer is unable to appoint a qualified successor within 90 days of such notice, (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Noteholders and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Registrar to obtain possession of the Notes or (iii) during the occurrence of an Event of Default with respect to such class of Notes, any transfer of Noteholder requests that all or a portion of a Global Note be exchanged for a Definitive Note. Upon the beneficial occurrence of any event described in the preceding sentence, the Trustee shall notify all affected Noteholders of such class, through DTC, of the occurrence of such event and of the availability of Definitive Notes of such class; provided, however, that in no event shall the Temporary Regulation S Global Note be exchanged for Definitive Notes prior to the later of (x) the Regulation S Global Note Exchange Date and (y) the date of receipt by the Issuer of any certificates determined by it to be required pursuant to Rule 903 or 904 under the Securities Act. Upon surrender to the Trustee of the Global Notes of such class held by DTC, accompanied by registration instructions from DTC for registration of Definitive Notes, the Issuer shall issue and the Trustee shall authenticate and deliver the Definitive Notes of such class to the Agent Members and Beneficial Holders of such class or their nominees in accordance with the instructions of DTC. None of the Issuer, the Registrar, the Paying Agent or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Notes of such class, the Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Noteholders hereunder. Neither the Issuer nor the Trustee shall be liable if the Trustee or the Issuer is unable to locate a qualified successor to DTC. Definitive Notes of any class issued pursuant to this Section 2.10(b) will be freely transferable and exchangeable for Definitive Notes of the same class at the office of the Trustee or the office of the Registrar upon compliance with the requirements set forth in this Indenture. In the case of a transfer of only part of a holding of Definitive Notes, a new Definitive Note shall be issued to the transferee in respect of the part transferred and a new Definitive Note in respect of the balance of the holding not transferred shall be issued to the transferor and may be obtained at the office of the Registrar. (c) Any Beneficial Interest in one of the Global Notes as to any class that is transferred to a Person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in such other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Beneficial Interests in such other Global Note for as long as it remains such an interest. (d) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e2.10(b) hereof shall bear the Legend applicable to beneficial owners a Global Note. (e) Each Person who are required becomes a Beneficial Holder shall be deemed to hold Definitive have represented, warranted, acknowledged, covenanted and agreed as follows: (i) that the Original Class A Notes have not been and will not be registered under the Securities Act or the Applicable Laws of any U.S. state or other jurisdiction relating to securities matters and may not be offered, sold, pledged or otherwise transferred except as set forth in the Memorandum, this Indenture and the legend regarding transfers on its Original Class A Notes; (ii) that, if such Person should resell or otherwise transfer the Original Class A Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Custodian shall reflect Act, the Applicable Laws of any applicable state or other jurisdiction relating to securities matters, the respective rules and regulations promulgated under any of the foregoing and the provisions of the applicable Purchase Agreement, and only to (i) other than any Subordinated Note, the Seller, the Issuer or any of their respective subsidiaries, (ii) for so long as such Original Class A Notes are eligible for resale pursuant to Rule 144A, a Person whom it reasonably believes to be a QIB that purchases for its own account or for the account of a QIB, to whom notice is given that the transfer is being made in reliance on its books Rule 144A, or (iii) a Non-U.S. Person in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available), in each case unless consented to by the Issuer; (iii) that it will give to each Person to whom it transfers the Original Class A Notes, in whole or in part, notice of the restrictions on transfer of the Original Class A Notes; (iv) that it will cause any Person to whom it intends to transfer (or any prospective purchaser of) the Original Class A Notes or any PIK Notes to execute and records the date and deliver a decrease confidentiality agreement in the principal amount form attached as Exhibit B and agrees not to make available or disclose any Confidential Information (as defined in Exhibit B) to such Person until such confidentiality agreement is so executed and delivered (and further acknowledges and agrees that any information provided by it to any Person to whom it intends to transfer (or any prospective purchaser of) the Original Class A Notes or any PIK Notes that is provided after such Person executes and delivers such confidentiality agreement shall not, solely with respect to such information as may be provided to such Person, but not with respect to such information as may be retained by such Beneficial Holder, be deemed “Confidential Information” for purposes of the confidentiality agreement referenced in Schedule 1 to the applicable Purchase Agreement, and such Beneficial Holder and its Affiliates shall not be liable in respect of the actions or omissions to act of such Global Note in an amount equal Person with respect to such information), and such Beneficial Holder otherwise agrees to comply with the procedures relating to the principal amount execution and delivery of the beneficial interest such confidentiality agreement set forth in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount.this Indenture; (v) In connection that it acknowledges the restrictions and requirements applicable to transfers of the Original Class A Notes and any PIK Notes described under the heading “Transfer Restrictions” in the Memorandum and contained in this Indenture and agrees that it will only offer or sell the Original Class A Notes and any PIK Notes in accordance with the transfer of an entire Global Note such section and this Indenture and only to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.Permitted Holders; (vi) The registered Holder that it is purchasing the Original Class A Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; (vii) that, as of the date such Person becomes a Beneficial Holder, it is (A) a QIB and is purchasing the Original Class A Notes for its own account or for the account of a Global QIB, (B) a Non-U.S. Person, or (C) solely in the case of initial investors in the Original Class A Notes, an Institutional Accredited Investor and is purchasing the Original Class A Notes for its own account or for the account of an Institutional Accredited Investor; and (viii) that on each day from the date on which such Person acquires the Original Class A Notes or an interest therein (or, if applicable, a PIK Note may grant proxies or an interest therein) through and including the date on which such Person disposes of its Original Class A Notes or interest therein (or, if applicable, a PIK Note or an interest therein), that (A)(I) unless otherwise authorize specified in a Purchase Agreement in connection with a purchase of the Original Class A Notes from the Issuer on the Closing Date, such Person is not, and is not acting on behalf of a Benefit Plan Investor or a Controlling Person and (II) if such Person is a Benefit Plan Investor purchasing from the Issuer on the Closing Date, its acquisition, holding and disposition of the Original Class A Notes or any personinterest therein and any PIK Notes or any interest therein will not constitute or result in an non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code and (B) if it is a governmental, including Agent Members church, non-U.S. or other plan, its acquisition, holding and persons that may hold interests through Agent Membersdisposition of the Original Class A Notes or interest therein and any PIK Notes or any interest therein will not constitute or result in a non-exempt violation of any Similar Law. Notwithstanding clauses (i) and (v) of this Section 2.10(e), nothing in the Memorandum shall prohibit the initial investors in the Original Class A Notes or any Affiliate of such initial investors from offering, selling, pledging or otherwise transferring the Original Class A Notes or any PIK Notes to take any action which a Holder is entitled to take under this Indenture or an Affiliate of the initial investors in the Original Class A Notes. (f) Each purchaser from the Issuer on the Closing Date will be required to represent and warrant whether or not, for so long as it holds the Notes or an interest therein, such person is, or is acting on behalf of, a Benefit Plan Investor or Controlling Person. No transfer of any class of Notes or any interest therein will be permitted or recognized if it would cause 25% or more of the total value of such Notes to be held by Benefit Plan Investors as determined in accordance with 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA. (g) Any purported transfer of a Note not in accordance with this Section 2.10 and Section 2.11 shall be null and void from the beginning and shall not be given effect for any purpose whatsoever.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c2.1(c) hereof. (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e2.1(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.01(c) shall apply only to Global Notes deposited with or on behalf of the TrusteeDepository. The Company shall execute and the Trustee shall, as custodian for DTC. in accordance with this Section 2.01(c), authenticate and deliver initially one or more Global Notes that (iii) Each Global Note initially shall (A) be registered in the name of DTC the Depository for such Global Note or Global Notes or the nominee of DTC, such Depository and (Bii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as custodian Note Custodian. After the issuance of Exchange Notes under an Exchange Offer, the Trustee shall have no duty to hold any Global Note as Note Custodian for DTC and (C) bear legends as set forth the Depository or any other Note registered in Section 2.01(c) hereof. (iii) the name of the Depository or a nominee of the Depository. Agent Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with . The Trustee shall have no responsibility or obligation to any transfer beneficial owner of a portion Global Note, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Global Note Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be transferred, given to the Holders and all payments to be made to Holders in respect of the Company Notes shall execute, and be given or made only to or upon the Trustee order of the registered Holders (which shall authenticate and deliver, one be the Depositary or more Definitive Notes its nominee in the case of like tenor and amount. (v) In connection with the transfer a Global Note). The rights of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such in any Global Note shall be deemed to be surrendered exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee for cancellationmay rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and the Company shall execute, and the any beneficial owners. The Trustee shall authenticate and deliverhave no obligation or duty to monitor, determine or inquire as to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Holder of a Global Note may grant proxies and otherwise authorize compliance with any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among the NotesDepositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Book-Entry Provisions. (i) This Section 2.01(d7.3(b) shall apply only to --------------------- the Global Notes Trust Preferred Security and such other Trust Preferred Securities in global form as may be authorized by the Trust to be deposited with or on behalf of the TrusteeClearing Agency. The Trust shall execute and the Property Trustee shall, as custodian in accordance with this Section 7.3, authenticate and make available for DTC. delivery initially one or more Global Trust Preferred Securities that (iii) Each Global Note initially shall (A) be registered in the name of DTC Cede & Co. or the other nominee of DTC, such Clearing Agency and (Bii) shall be delivered by the Trustee to such Clearing Agency or pursuant to such Clearing Agency's written instructions or held by the Property Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) the Clearing Agency. Members of, or participants in, DTC the Clearing Agency (“Agent Members”"Participants") shall have no rights under this Indenture Agreement with respect to any Global Note Trust Preferred Security held on their behalf by DTC the Clearing Agency or by the Property Trustee as the custodian of DTC the Clearing Agency or under such Global NoteTrust Preferred Security, and DTC the Clearing Agency may be treated by the CompanyTrust, the Property Trustee and any agent of the Company Trust or the Property Trustee as the absolute owner of such Global Note Trust Preferred Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyTrust, the Property Trustee or any agent of the Company Trust or the Property Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Clearing Agency or impair, as between DTC the Clearing Agency and its Agent MembersParticipants, the operation of customary practices of DTC such Clearing Agency governing the exercise of the rights of a Holder holder of a beneficial interest in any Global NoteTrust Preferred Security. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTCNotes Custodian. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC the Depositary for such Global Note or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian Notes Custodian for DTC such Depositary and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) 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 which a Holder is entitled to take under this Indenture or the Notes. (v) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive Notes, the Securities Custodian Trustee shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (vvi) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(esubsection (e) hereofof this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vivii) The registered Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may grant proxies be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, ownership of a beneficial interest in such Global Note shall be required to take any action which be reflected in a Holder is entitled to take under this Indenture or the Notesbook entry.

Book-Entry Provisions. (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d) shall apply only to Any Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC the Depositary for such Global Security or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian for DTC such Depositary and (Cz) bear legends as the legend set forth in Section 2.01(c) hereof. (iii) 2.1(f). Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such any Global NoteSecurity, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such any Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) Security. In connection with any transfer of a portion of the beneficial interest in a the Global Note Security pursuant to Section 2.01(e2.1(h) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian Trustee shall reflect on its books and records the date and a decrease in the principal amount of such the Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) . In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(e) hereof2.1(h), such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) . The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC for such Global Security or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(c). (iii) Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (e) of this Section 2.01(e) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(esubsection (e) hereofof this Section, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC for such Global Security or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(c). (iii) Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (e) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to subsection (e) of this Section 2.01(e) hereof2.1, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern. (ii1) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian Notes Custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.1(d) hereof. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in clauses (3) and (4) of this Section 2.1(e) and Section 2.1(f) hereof. If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iii2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.1(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (v4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e2.1(f) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi5) 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 which a Holder is entitled to take under this Indenture or the Notes. (6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC for such Global Security or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to subsection (f) of this Section 2.01(e) hereof2.1, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the NotesSecurities. (vii) Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d2.2(c) shall apply only to Global Notes deposited with or on behalf of DTC. The provisions of the Trustee"Operating Procedures of the Euroclear System" of Euroclear and the "Terms and Conditions Governing Use of Participants" of Clearstream, respectively, will be applicable to the Global Notes insofar as interests in such Global Notes are held by the Agent Members of Euroclear or Clearstream, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) case may be. Agent Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note Notes held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Notefor DTC, and DTC may be treated by the CompanyCo-Issuers, the Trustee Trustee, and any agent of the Company Co-Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyCo-Issuers, the Trustee Trustee, or any agent of the Company Co-Issuers or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a any Note. Requests or directions from, or votes of, DTC, Clearstream or Euroclear with respect to any matter shall not be deemed inconsistent if made with respect to (or in separate proportions corresponding to) different beneficial interest in owners. None of the Trustee, the Transfer Agent, the Registrar, the Authenticating Agent, nor the Paying Agent shall have any Global Note. duty to monitor, maintain records concerning (iv) In connection or determine compliance with any transfer of a portion of the restrictions on transfer set forth herein with respect to) owners of beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 interests in the Global Note to be transferredNotes. None of the Trustee, and the Company Transfer Agent, the Registrar, the Authenticating Agent, nor the Paying Agent shall executehave any liability for the accuracy of the records of DTC, and the Trustee shall authenticate and deliverClearstream or Euroclear or any actions or omissions of DTC, one Clearstream or more Definitive Notes Euroclear (or of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including their respective Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notesparticipants).

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTCNotes Custodian. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC the Depositary for such Global Note or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian Notes Custodian for DTC such Depositary and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC the Depositary may be treated by the CompanyIssuers, the Trustee and any agent of the Company Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the CompanyIssuers, the Trustee or any agent of the Company Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes. (v) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (f) of this Section 2.1 to beneficial owners who are required to hold Definitive Notes, the Trustee shall 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 Issuers shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (vi) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (e) of this Section 2.1, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vii) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d) shall apply only to the Restricted Global Notes Note, Temporary Regulation S Global Note and the Regulation S Global Note (collectively, the “Global Notes”) deposited with or on behalf of the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) Depositary. Members of, or participants and account holders in, DTC (“Agent MembersParticipants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary, or by the Trustee as the or any custodian of DTC the Depositary or under such Global Note, and DTC the Depositary or its nominee may be treated by the Company, the Co-Issuer, a Guarantor, the Trustee and any agent of the Company Company, the Co-Issuer, a Guarantor or the Trustee as the absolute sole owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Co-Issuer, a Guarantor, the Trustee or any agent of the Company Company, the Co-Issuer, a Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent MembersParticipants, the operation of customary practices of DTC such persons governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iv) In connection with any transfer . Subject to the provisions of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes2.09, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) The registered Holder of a Global Note may grant proxies and otherwise authorize any personPerson, including Agent Members Participants and persons Persons that may hold interests through Agent MembersParticipants, to take any action which that a Holder is entitled to take under this Indenture or the Notes. Notwithstanding anything to the contrary in this Indenture, in no event shall a permanent Regulation S Global Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Restricted Period. Except as provided in Section 2.10, owners of a beneficial interest in Global Notes will not be entitled to receive physical delivery of certificated Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.01(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (iii) Each Global Note initially shall (Ax) be registered in the name of DTC or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c2.01(d). Transfers of a Global Note (but not a beneficial interest therein) hereofwill be limited to transfers thereof in whole, but not in part, to DTC, its successors or their respective nominees, except as set forth in Section 2.01(e)(v) and Section 2.01(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (iiiii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder holder of a beneficial interest in any Global Note. (iviii) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e2.01(f) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Notes Custodian shall 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 Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and delivermake available for delivery, one or more Definitive Notes of like tenor and amount. (viv) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof2.01(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall shall, upon written request of the Company, authenticate and delivermake available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (viv) 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 which a Holder is entitled to take under this Indenture or the Notes. (vi) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (A) the Holder of such Global Note (or its agent) or (B) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

Book-Entry Provisions. (i) This Section 2.01(d) 1.02 shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTC. (ii) . Each Global Note Security initially shall (Ax) be registered in the name of DTC for such Global Security or the nominee of DTC, (By) be delivered to the Trustee as custodian for DTC and (Cz) bear legends as set forth in Section 2.01(c) hereof. (iii) 202 of the Original Indenture. Members of, or participants in, DTC (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note Security held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global NoteSecurity, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) Security. In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to Section 2.01(e) hereof 1.03 of this First Supplemental Indenture to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) . In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(e) hereof1.03 of this First Supplemental Indenture, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) . The registered Holder of a Global Note Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this the Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCthe Depositary. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC the Depositary for such Global Security or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian for DTC such Depositary and (Cz) bear legends as set forth in Section 2.01(c) hereof.2.1(c) (iii) Members of, or participants in, DTC the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global NoteSecurity, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (e) of this Section 2.01(e) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian Security Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(esubsection (e) hereofof this Section, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the to Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (iia) Each Rule 144A Global Note --------------------- and Regulation S Global Note (each, a "Global Note" and collectively, the ----------- "Global Notes") initially shall (Ai) be registered in the name of DTC or the ------------ nominee of DTC, (Bii) be delivered to deposited with the Trustee as custodian for DTC Note Custodian and (Ciii) bear legends the appropriate legends, as set forth in Section 2.01(c) hereof.Exhibit A or Exhibit B, as the case may be. --------- --------- (iiib) Members of, or participants in, DTC (“"Agent Members”") shall have ------------- no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC Note Custodian or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder 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 which a Holder is entitled to take under this Indenture or the Notes. (ivc) In connection with Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes. If required to do so pursuant to any transfer of a portion of the applicable law or regulation, beneficial interest owners may obtain Certificated Notes in exchange for their beneficial interests in a Global Note pursuant upon written request in accordance with DTC's and the Registrar's procedures. In addition, Certificated Notes (in the form of Exhibit A or Exhibit B, as --------- --------- applicable) shall be transferred to Section 2.01(e) hereof to all beneficial owners who are required in exchange for their beneficial interests in a Global Note if: (i) DTC notifies the Company that it is unwilling or unable to hold Definitive Notes, the Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act at a time when DTC is required to be so registered in an amount equal order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the principal amount of the beneficial interest in the Trustee and Registrar an Officers' Certificate stating that such Global Note to shall be transferredso exchangeable, or (iii) an Event of Default has occurred and is continuing and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) Registrar has received a request from DTC. In connection with the transfer of an entire Global Note to the beneficial owners thereof pursuant to Section 2.01(e) hereofthis subsection (c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Certificated Notes of authorized denominations. (vid) The registered Holder In connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note may grant proxies Note, the Trustee shall cancel such Certificated Note, and otherwise authorize any personthe Company shall execute, including Agent Members and persons that may hold interests through Agent Membersthe Trustee shall authenticate and deliver, to take any action which the transferring Holder a Holder is entitled to take under this Indenture or new Certificated Note representing the Notesprincipal amount not so transferred.

Book-Entry Provisions. The Company shall execute and the Trustee shall, in accordance with Section 2.2, authenticate and deliver each Global Note that shall be (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC the Depository or its nominee and (ii) delivered by the nominee of DTC, (B) be delivered Trustee to the Depository or pursuant to the Depository's instructions or held by the Trustee as custodian Note Custodian for DTC the Depository. With respect to the Notes that are represented by a Global Note, the Company authorizes the execution and (C) bear legends as set forth delivery by the Trustee of a letter of representation or other similar agreement or instrument in Section 2.01(c) hereof. (iii) the form customarily provided by the Depository appointed with respect to such Global Note. Members of, or participants in, DTC the Depository (“"Agent Members”") shall have no rights either under this Indenture with respect to any Global Note held on their behalf by DTC the Depository (or by its nominee), or the Trustee Note Custodian as the custodian of DTC its custodian, or under such Global Note, and DTC the Depository may be treated by the Company, the Subsidiary Guarantors, the Trustee and any agent of the Company Company, the Subsidiary Guarantors or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever, including the Person (i) through whom all rights of ownership may be exercised, (ii) to whom all notices are required to be made, and (iii) entitled to receive payments from or at the direction of the Company with respect to the Notes. Notwithstanding the foregoing, (y) 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 action that a Holder is entitled to take under this Indenture or the Notes and (z) nothing herein shall prevent the Company, the Subsidiary Guarantors, the Trustee or any agent of the Company Company, the Subsidiary Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depository or shall impair, as between DTC the Depository and its Agent Members, the operation of customary practices and procedures of DTC such Depository governing the exercise of the rights of a Holder an owner of a beneficial interest in of any Global Note. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. This Section 3.4(c) shall apply to the Global Security deposited with or on behalf of the Depositary. The Company shall execute and the Trustee shall, in accordance with this Section 3.4(c), authenticate and deliver one Global Security that shall (i) This Section 2.01(drepresent an aggregate amount equal to the aggregate principal amount of such outstanding Securities as the Company shall have directed the Trustee to authenticate in the form of a Global Security and (ii) bear the Global Security Legend and, as applicable, the Restricted Securities Legends. At such time as all interests in a Global Security have been redeemed, repurchased, converted, canceled, or transferred to a transferee who receives Certificated Securities, such Global Security shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in the Global Security is transferred to the Company or its Subsidiary, the principal amount of such interest in the Global Security shall apply only to be deemed cancelled, and in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, the principal amount of the Global Notes deposited with Security shall be appropriately reduced and an endorsement shall be made on such Global Security, by the Trustee or the Custodian, at the direction of the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC to reflect such reduction or the nominee of DTC, (B) be delivered to the Trustee as custodian for DTC and (C) bear legends as set forth in Section 2.01(c) hereof. (iii) increase. Members of, or participants in, DTC the Depositary (“Agent Members”"Participants") shall have no rights under this Indenture with respect to any Global Note Security held on their behalf by DTC the Depositary or by the Trustee Trustee, as the custodian of DTC the Depositary, or under such Global NoteSecurity, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent MembersParticipants, the operation of customary practices of DTC such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, the Securities Custodian shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d1.3(c) shall apply only to Global Notes deposited with the Notes Custodian with respect to such Notes (as appointed by the Depositary), or any successor Person thereto, which shall initially be the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC the Depositary for such Global Note or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian Notes Custodian for DTC such Depositary and (Cz) bear legends as the legend set forth in Section 2.01(c) hereofthe Global Note. (iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this the Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) 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 which a Holder is entitled to take under the Indenture or the Notes. (v) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.01(e1.3(d) hereof of this Supplemental Indenture to beneficial owners who are required to hold Definitive Notes, the Securities Custodian Trustee shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (vvi) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e1.3(d) hereofof this Supplemental Indenture, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vivii) The registered Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may grant proxies be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, ownership of a beneficial interest in such Global Note shall be required to take any action which be reflected in a Holder is entitled to take under this Indenture or the Notesbook entry.

Book-Entry Provisions. (i) This Section 2.01(d2.1(d) shall apply only to Global Notes Securities deposited with the Trustee, as custodian for DTCthe Depositary. (ii) Each Global Note Security initially shall (Ax) be registered in the name of DTC the Depositary for such Global Security or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian for DTC such Depositary and (Cz) bear legends as set forth in Section 2.01(c) hereof2.1(c). (iii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global NoteSecurity, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder holder of a beneficial interest in any Global NoteSecurity. (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note Security pursuant to subsection (e) of this Section 2.01(e) hereof to beneficial owners who are required to hold Definitive NotesSecurities, the Securities Custodian Security Trustee shall reflect on its books and records the date and a decrease in the principal amount of such Global Note Security in an amount equal to the principal amount of the beneficial interest in the Global Note Security to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes Securities of like tenor and amount. (v) In connection with the transfer of an entire Global Note Security to beneficial owners pursuant to Section 2.01(esubsection (e) hereofof this Section, such Global Note Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global NoteSecurity, an equal aggregate principal amount of Definitive Notes Securities of authorized denominations. (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (a) Global Notes shall (i) This Section 2.01(d) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (A) be registered in the name of DTC or the a nominee of DTC, (Bii) be delivered to the Trustee as custodian for DTC and (Ciii) bear legends as set forth in Section 2.01(c) hereof. (iii) the Private Placement Legend. Members of, or participants in, DTC (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC DTC, or by the Trustee as the custodian of DTC its custodian, or under such Global Note, and DTC may be treated by the CompanyRoyalty Sub, the Trustee and any agent of the Company Royalty Sub or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Whenever notice or other communication to the Noteholders of any class of Global Notes is required under this Indenture, unless and until Definitive Notes shall have been issued pursuant to Section 2.10(b), the Trustee shall give all such notices and communications specified herein to be given to Noteholders of such class of Global Notes to DTC and/or the Agent Members, and shall make available additional copies as requested by such Agent Members, subject to the limitations on distribution contained in Section 2.13. Notwithstanding the foregoing, nothing herein shall prevent the CompanyRoyalty Sub, the Trustee or any agent of the Company Royalty Sub or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in Noteholder under any Global Note. (iv) In connection with . Neither Royalty Sub nor the Trustee shall be liable for any transfer of a portion delay by DTC in identifying the Agent Members in respect of the beneficial interest in a Global Note pursuant to Section 2.01(e) hereof to beneficial owners who are required to hold Definitive Notes, and Royalty Sub and the Securities Custodian Trustee may conclusively rely on, and shall reflect on its books and records the date and a decrease be fully protected in the principal amount of such Global Note in an amount equal relying on, instructions from DTC for all purposes (including with respect to the principal amount of the beneficial interest in the Global Note to be transferredregistration and delivery, and the Company shall executerespective principal amounts, and the Trustee shall authenticate and deliver, one or more Definitive of any Global Notes of like tenor and amount. (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(e) hereof, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominationsissued). (vi) 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 which a Holder is entitled to take under this Indenture or the Notes.

Book-Entry Provisions. (i) This Section 2.01(d2.1(e) shall apply only to Global Notes deposited with the Notes Custodian with respect to such Notes (as appointed by the Depositary), or any successor Person thereto, which shall initially be the Trustee, as custodian for DTC. (ii) Each Global Note initially shall (Ax) be registered in the name of DTC the Depositary for such Global Note or the nominee of DTCsuch Depositary, (By) be delivered to the Trustee as custodian Notes Custodian for DTC such Depositary and (Cz) bear legends as the legend set forth in Section 2.01(c) hereof2.1(d). (iii) Members of, or participants in, DTC the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC the Depositary or by the Trustee as the custodian of DTC the Depositary or under such Global Note, and DTC the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC the Depositary or impair, as between DTC the Depositary and its Agent Members, the operation of customary practices of DTC the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (iv) 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 which a Holder is entitled to take under this Indenture or the Notes. (v) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (f) of this Section 2.01(e) hereof 2.1 to beneficial owners who are required to hold Definitive Notes, the Securities Custodian Trustee shall 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 Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. (vvi) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.01(esubsection (f) hereofof this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (vivii) The registered Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may grant proxies be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, ownership of a beneficial interest in such Global Note shall be required to take any action which be reflected in a Holder is entitled to take under this Indenture or the Notesbook entry.