Common use of Global Securities Clause in Contracts

Global Securities. With respect to any global Security, neither the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Global Securities. With respect Each Global Security will represent the aggregate principal amount of the then Outstanding Securities endorsed thereon and provide that it represents such aggregate principal amount of the then Outstanding Securities, which aggregate principal amount may, from time to time, be reduced or increased to reflect transfers, exchanges, conversions or purchases by the Company. Only the Trustee, or the Custodian holding such Global Security for the Depository, at the direction of the Trustee, may endorse a Global Security to reflect the amount of any global Securityincrease or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby, neither and whenever the Holder of a Global Security delivers instructions to the Trustee nor to increase or decrease the aggregate principal amount of the then Outstanding Securities represented by a Global Security in accordance with the Indenture and the Applicable Procedures, the Trustee, or the Custodian holding such Global Security for the Depository, at the direction of the Trustee, will endorse such Global Security to reflect such increase or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby. None of the Trustee, the Company or any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither of the Trustee nor any agent shall or the Company will have any responsibility or obligation bear any liability for any aspect of the records relating to or payments made on account of the ownership of any beneficial owner interest in a global Security, a participant Global Security or other Person with respect to maintaining, supervising or reviewing any records relating to such beneficial interest. Members of, or participants in, the accuracy of Depository (“Agent Members”) shall have no rights under the records of the Depositary or its nominee or of any participant, Indenture with respect to any ownership interest in Global Security held on their behalf by the Securities or with respect to the delivery to any participantDepository, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amountTrustee as its custodian, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities Global Security, and this Indenture shall Cede & Co., or such other Persons designated by the Depository as its nominee, may be given or made only to or upon treated by the order Company, the Trustee and any agent of the registered holders (which shall be Company or the Depositary or its nominee in Trustee as the case absolute owner of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securitywhatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (the Depository or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary the Depository and owners of beneficial interests in such global Securityits Agent Members, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityany Holder.

Global Securities. With respect to any global Security, neither Neither the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither None of the Issuer, the Guarantor, the Trustee, any paying agent, any Security registrar or any other agent of the Issuer or the Guarantor or any agent of the Trustee nor any agent shall have any responsibility or obligation to liability for any beneficial owner in a global Security, a participant or other Person with respect to the accuracy aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Issuer, the Guarantor, the Trustee, any paying agent, any Security registrar and any other agent of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) Issuer or the payment of Guarantor and any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order agent of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder Holder of any such global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, Principal and interest and additional amounts, if anyinterest, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder Holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor Issuer, the Guarantor, the Trustee, any paying agent, any Security registrar or any other agent of the Issuer or the Guarantor or any agent of the Trustee shall have any responsibility or liability for any acts or omissions of the any such Depositary with respect to such global Security, for the records of any such depositaryDepositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the such Depositary and any participant in such Depositary or between or among the any such Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, Security or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any Security in global Securityform, nothing herein shall prevent the Issuer, the Guarantor, the Trustee, or any agent of the Issuer or the Trustee Guarantor or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee)the Depositary, as a Holder, Holder with respect to such global Security Security, or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as a Holder of such global Security.

Global Securities. With respect Any Securities issued to any holders of Preferred Securities, when and if such holders receive the Securities in lieu of Preferred Securities, shall be issued in the form of one or more global securities in definitive, fully registered form without distribution coupons with the appropriate global legend set forth in EXHIBIT A-1 hereto (a "Global Security"), neither which shall be (a) deposited by the Property Trustee nor any agent on behalf of such holders with The Depository Trust Company (the "Depositary") or held by the Property Trustee as custodian for the Depositary and (b) registered in the name of Cede & Co., as nominee of the Depositary, or other nominee of the Depositary, pursuant to the Depositary's instructions. Members of, or participants in, the Depositary ("Participants") shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, no rights under this Indenture with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be Global Security held on their behalf by the Depositary or its nominee in by the case of Property Trustee, as the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures custodian of the Depositary. The , or under such global Security, and the Depositary will be treated by the Company, the Property Trustee and each any agent shall be entitled to rely and shall be fully protected in relying upon information furnished by of the Depositary with respect to its members, participants and any beneficial owners. The Company or the Property Trustee and each agent shall be entitled to deal with as the Depositary, and any nominee thereof, that is the registered holder absolute owner of any global such Global Security for all purposes of this Indenture relating to whatsoever during such global Security (including period that the payment of principalDepositary, premiumor its nominee, if any, and interest and additional amounts, if any, and is the giving of instructions or directions by or to the registered owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, Property Trustee or any agent of the Issuer Company or the Property Trustee from giving effect to any written certification, proxy or other authorization furnished by any the Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such the Depositary and owners of beneficial interests in such global Securityits Participants, the operation of customary practices of such Depositary governing the exercise of the rights of such Depositary (or its nominee) a holder of a beneficial interest in any Global Security. Except as Holder otherwise provided in Section 304, owners of such global Security.beneficial interests in any Global Security will not be entitled to receive physical delivery of certificated Securities. ARTICLE THREE THE SECURITIES

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and each agent beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security) and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, the Trustee, any agent Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With respect to any global SecurityThe Warrants shall be issued initially in the form of one or more Global Warrant Certificates that will be deposited with, neither the Trustee nor any agent shall have any responsibility or on behalf of, DTC. Global Warrant Certificates may be issued only in fully registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner Warrant Certificates in a global Securitydefinitive form, a participant Global Warrant Certificate may not be transferred except as a whole by DTC to a nominee of DTC or other Person with respect by a nominee of DTC to the accuracy DTC or another nominee of the records DTC or by DTC or any nominee of the Depositary DTC to a successor depositary or any nominee of such successor. So long as DTC, or its nominee or of any participantnominee, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder owner of any global Security for all purposes of this Indenture relating to a Global Warrant Certificate, DTC or such global Security (including nominee, as the payment of principalcase may be, premium, if any, and interest and additional amounts, if any, and will be considered the giving of instructions or directions by or to the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as specified below with respect to Warrants only, owners of beneficial interests in a beneficial ownership interest Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such global Security) Warrants in definitive form and will not be considered the owners or holders thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as the sole holder of registrar for such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall Warrants, will have any responsibility or liability for any acts or omissions aspect of the Depositary records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. If at any time DTC notifies the Company that it is unwilling or unable to continue as depositary for the Warrants, or if the Company notifies DTC that it will no longer continue to use DTC as depositary for the Warrants, or if at any time DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, or otherwise ceases to be eligible to be a depositary, the Company shall appoint a successor depositary with respect to the Warrants (and all references to DTC herein shall be deemed to include such global Security, successor depositary). If a successor depositary for the records Warrants is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Warrant Agent upon receipt of such executed definitive Warrant Certificates will authenticate and deliver, Warrant Certificates in definitive registered form evidencing an aggregate number of Warrants equal to the aggregate number of Warrants evidenced by the Global Warrant Certificate. The Company may at any time and in its sole discretion determine not to have any of the Warrants evidenced by Global Warrant Certificates. In such depositaryevent, including records the Company will execute, and the Warrant Agent, upon receipt of such executed definitive Warrant Certificates, will authenticate and deliver Warrant Certificates in respect definitive registered form, in an aggregate amount equal to the aggregate number of beneficial ownership interests Warrants evidenced by such Global Warrant Certificates. Upon the exchange of the Global Warrant Certificates for Warrant Certificates in respect of any such global Securitydefinitive registered form, the Global Warrant Certificates shall be canceled by the Warrant Agent. Warrant Certificates in definitive registered form issued in exchange for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest Global Warrant Certificates pursuant to this section shall be registered in such global Securitynames as DTC, pursuant to instructions from its direct or for any transfers of beneficial interests indirect participants or otherwise, shall instruct the Warrant Agent or the Company. The Warrant Agent shall deliver such Warrant Certificates in any definitive registered form to or as directed by the persons in whose names such global Securitydefinitive registered Warrant Certificates are so registered. Notwithstanding All Warrant Certificates in definitive registered form, issued upon the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent exchange of the Issuer or Global Warrant Certificates, shall be valid obligations of the Trustee from giving effect Company, evidencing the rights, and entitled to any written certification, proxy or other authorization furnished by any Depositary (or its nominee)the same benefits under this Agreement, as a Holder, with respect to the Global Warrant Certificates surrendered upon such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityexchange.

Global Securities. With respect Each Global Security will represent the aggregate principal amount of the then Outstanding Securities endorsed thereon and provide that it represents such aggregate principal amount of the then Outstanding Securities, which aggregate principal amount may, from time to time, be reduced or increased to reflect transfers, exchanges, conversions or purchases by the Company. Only the Trustee, or the Custodian holding such Global Security for the Depository, at the direction of the Trustee, may endorse a Global Security to reflect the amount of any global Securityincrease or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby, neither and whenever the Holder of a Global Security delivers instructions to the Trustee nor to increase or decrease the aggregate principal amount of the then Outstanding Securities represented by a Global Security in accordance with the Indenture and the Applicable Procedures, the Trustee, or the Custodian holding such Global Security for the Depository, at the direction of the Trustee, will endorse such Global Security to reflect such increase or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby. None of the Trustee, the Company or any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither of the Trustee nor any agent shall or the Company will have any responsibility or obligation bear any liability for any aspect of the records relating to or payments made on account of the ownership of any beneficial owner interest in a global Security, a participant Global Security or other Person with respect to maintaining, supervising or reviewing any records relating to such beneficial interest. Members of, or participants in, the accuracy of Depository (“Agent Members”) shall have no rights under the records of the Depositary or its nominee or of any participant, Indenture with respect to any ownership interest in Global Security held on their behalf by the Securities or with respect to the delivery to any participantDepository, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amountTrustee as its custodian, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities Global Security, and this Indenture shall Cede & Co. or such other person designated by the Depository as its nominee, may be given or made only to or upon treated by the order Company, the Trustee and any agent of the registered holders (which shall be Company or the Depositary or its nominee in Trustee as the case absolute owner of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securitywhatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (the Depository or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary the Depository and owners of beneficial interests in such global Securityits Agent Members, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityany Holder.

Global Securities. With respect to any global Security, neither (a) Upon the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy election of the records Holder after the Original Issue Date, which election need not be in writing, the Securities owned by such Holder shall be issued in the form of one or more Global Securities registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the DepositaryDepositary for such Global Security or a nominee thereof unless (i) of any notice (including any notice of redemption) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or the payment of any amount, under or able to properly discharge its responsibilities as Depositary with respect to such Securities. All notices Global Security, and communications no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be given a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders and all payments of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made to Holders under on the records of the Securities and this Indenture Registrar, whereupon the Trustee, in accordance with the Applicable Depository Procedures, shall be given or made only to or upon the order of the registered holders (which shall be instruct the Depositary or its nominee authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and each agent shall be entitled to may conclusively rely on, and shall be fully protected in relying upon information furnished by the Depositary with respect to its memberson, participants and any beneficial ownerssuch instructions. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.27

Global Securities. With Upon the election of the Holder after the Original Issue Date, which election need not be in writing, the Securities owned by such Holder shall be issued in the form of one or more Global Securities registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to any global such Global Security, neither and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee nor any agent a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any responsibility event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any actions taken Global Security, then either (i) such Global Security shall be so surrendered for exchange or not taken cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary. Neither , accompanied by registration instructions, the Company shall execute and the Trustee nor shall authenticate and deliver any agent Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall have not be liable for any responsibility delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Every Security authenticated and delivered upon registration of transfer of, or obligation in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Securities distributed to holders of Book-Entry Preferred Securities (as defined in the Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a global Security, a participant or other Person with respect Global Security shall hold such interests pursuant to the accuracy Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of the such interest shall be effected only through, records of maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of any participant, with respect this Indenture relating to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice a Global Security (including any notice of redemption) or the payment of any amount, under principal and interest thereon and the giving of instructions or with respect to such Securities. All notices directions by owners of beneficial interests therein and communications to be given the giving of notices) as the sole Holder of the Security and shall have no obligations to the Holders and all payments to be made to Holders under owners of beneficial interests therein. Neither the Trustee nor the Securities and this Indenture Registrar shall be given or made only to or upon have any liability in respect of any transfers effected by the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security)Depositary. The rights of owners of beneficial owners interests in the global a Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to its memberssuch Global Security, participants and such Depositary may be treated by the Company, the Trustee and any beneficial owners. The agent of the Company or the Trustee and each agent shall be entitled to deal with as the Depositary, and any nominee thereof, that is the registered holder owner of any global such Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereofwhatsoever. None of the Company, the Trustee nor any agent shall of the Company or the Trustee will have any responsibility or liability for any acts or omissions aspect of the Depositary with respect records relating to such global Security, for the records of any such depositary, including records in respect or payments made on account of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securityownership interests. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any a Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such a Depositary and owners such holders of beneficial interests in such global Securityinterests, the operation of customary practices governing the exercise of the rights of such the Depositary (or its nominee) as Holder of such global any Security.

Global Securities. With respect If Securities of or within a series are issuable in whole or in part in global form (each, a "Global Security"), any such Global Security may provide that it shall represent the aggregate or specified amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges for certificated securities. Any endorsement of a Global Security to reflect the amount, or any global Securityincrease or decrease in the amount, neither or changes in the rights of Holders, of Outstanding Securities represented thereby, shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee nor pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3, Section 3.4, if applicable, and Section 3.5, the Trustee shall deliver and redeliver any agent shall have any responsibility for any actions taken or not taken Global Security in the manner and upon instructions given by the DepositaryPerson or Persons specified therein or in the applicable Company Order. Neither Any instructions by the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person Company with respect to the accuracy endorsement or delivery or redelivery of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global a Global Security shall be exercised only through in writing but need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel. The provisions of the Depositary subject last paragraph of Section 3.3 shall apply to any Global Security if such Security was never issued and sold by the Company and the Company delivers to the applicable procedures Trustee the Global Security together with written instructions (which need not comply with Section 1.2 hereof and need not be accompanied by an Officers' Certificate or an Opinion of Counsel) with regard to the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected reduction in relying upon information furnished the principal amount of Securities represented thereby, together with the written statement contemplated by the Depositary with respect to its memberslast paragraph of Section 3.3. Notwithstanding the provisions of Section 2.1 and 3.7, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositaryunless otherwise specified as contemplated by Section 3.1, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principalprincipal of, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or on any Registered Security in permanent global form shall be made to the owner or registered holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Global Securities. With respect If the Issuer shall establish pursuant to any global Section 2.01 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (i) represent, and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (ii) be registered in the accuracy of the records name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of any participantsuch successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered global security will be limited to Agent Members that have accounts with the Depositary or persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any ownership interest in interests of Agent Members, and on the Securities or records of Agent Members, with respect to interests of persons holding through Agent Members. So long as the delivery to any participantDepositary, beneficial or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or other Person (other than Holder of the Depositary) of any notice (including any notice of redemption) or Securities represented by the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and Global Security for all payments to be made to Holders purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities and this Indenture shall represented by the Global Security registered in their names, will not receive or be given or made only entitled to or upon the order receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered holders (Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that person is not an Agent Member, on the procedures of the Agent Member through which shall be the person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in the case of the global Security). The rights of beneficial owners in the global a Global Security shall be exercised only through the Depositary subject an Agent Member) to the applicable procedures of the Depositary. The Trustee and each agent shall be take any action which a Holder is entitled to rely and shall be fully protected in relying upon information furnished by take under the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Indenture or the DepositarySecurities, and any nominee thereofnothing herein will impair, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global SecurityAgent Members, the operation of customary practices governing the exercise of the rights of such a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary (or its nominee will be made to the Depositary or its nominee) , as Holder the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such global condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Securities. With The provisions of this Section 305(c) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any global exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, neither unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(c) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any agent of its agents shall have any responsibility or liability for any the actions taken or not taken by the Depositary. Neither Notwithstanding the Trustee nor foregoing, the Depositary for any agent shall have Global Security may grant proxies and otherwise authorize any responsibility or obligation to any person, including the beneficial owner owners of interests in a global such Global Security, to take any action which a participant or other Person with respect Holder is entitled to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, take under or this Indenture with respect to such SecuritiesGlobal Security. All notices and communications to be given to Until the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order termination of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary Restricted Period with respect to its membersSecurities of a series, participants interests in any Regulation S Global Security of such series may be held only through Agent Members acting for and any beneficial owners. The Trustee on behalf of Euroclear and each agent shall be entitled to deal with the DepositaryClearstream; provided, and any nominee thereofhowever, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and Trustee shall have no obligations responsibility to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary determine compliance with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securitythis requirement.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5 , only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4 , the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and each agent beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, the Trustee, any agent Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With respect Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any global Securityother provision in this Indenture, neither no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the Trustee nor name of any agent Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so or (B) there shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person occurred and be continuing an Event of Default with respect to such Global Security and the accuracy Depositary requests the issuance of the records definitive securities. If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or of cancellation, as provided in this Article 2. If any participantGlobal Security is to be exchanged for other Securities or cancelled in part, with respect or if another Security is to any ownership be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 2.09, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the Securities principal amount thereof shall be reduced or with respect increased by an amount equal to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications portion thereof to be given so exchanged or cancelled or equal to the Holders and all payments principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to Holders under make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall authenticate and make available for delivery any Securities and this Indenture shall be given issuable in exchange for such Global Security (or made only any portion thereof) to or upon the order of the of, and registered holders (which shall in such names as may be directed by, the Depositary or its nominee authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the case preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of the global Security). The rights of beneficial owners Securities that are not in the global Security shall be exercised only through the Depositary subject to the applicable procedures form of the DepositaryGlobal Securities. The Trustee and each agent shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article 2 or otherwise, shall be authenticated and delivered in the form of, and shall be fully protected be, a registered Global Security, unless such Security is registered in relying upon information furnished by the name of a Person other than the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any for such Global Security or a nominee thereof, that is in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. The Depositary or its nominee, as registered owner of a Global Security, shall be the registered holder Holder of any global such Global Security for all purposes of this under the Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global SecurityRegistered Securities, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in a Global Security shall hold such global Securityinterests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the operation of customary practices governing the exercise of the rights transfer of such interest shall be effected only through, records maintained by the Depositary (or its nominee) as Holder nominee or its Agent Members, and such owners of such global Securitybeneficial interests in a Global Security shall not be considered the owners or holders thereof.

Global Securities. With respect If the Issuer shall establish pursuant to any global Section 2.01 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, (ii) be registered in the name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have any responsibility for any actions taken accounts with the Depositary or not taken Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to interests of Agent Members, and on the accuracy records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the records Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to will be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the case of the global Security). The rights of registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositaryownership interests. The Trustee and each agent shall be entitled to may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants members and any beneficial owners. If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee and each agent shall be entitled to deal with conclusively rely on such instructions from the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to . The Trustee shall deliver such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or Securities to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations Depositary for delivery to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to Persons in whose names such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global SecuritySecurities are so registered.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, each agent Guarantor, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, any agent Guarantor, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With respect If the Issuer shall establish pursuant to any global ‎Section 2.01 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with ‎Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (i) represent, and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (i) be registered in the accuracy of the records name of the Depositary or its nominee or of any participantnominee, with respect (i) be delivered by the Trustee to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its pursuant to the Depositary’s instruction and (i) bear a legend substantially to the following effect: “Except as otherwise provided in ‎Section 2.12 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” Notwithstanding the provisions of ‎Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the case manner provided in ‎Section 2.08, only to another nominee of the global Security). The rights Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the such successor Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principalPrincipal, premium, if any, and interest and additional amounts, if any, and payments on Securities represented by a Global Security registered in the giving name of instructions the Depositary or directions by or its nominee will be made to the owner Depositary or holder of a beneficial ownership interest in such global Security) its nominee, as the sole holder case may be, as the registered owner of such global Security and shall have no obligations to the beneficial owners thereofregistered Global Security. None of the Issuer, the Trustee nor or any other agent of the Issuer, or any agent shall of the Trustee will have any responsibility or liability for any acts or omissions aspect of the Depositary with respect records relating to such global Security, for the records of any such depositary, including records in respect payments made on account of beneficial ownership interests in respect the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, this ‎Section 2.12 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to ‎Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this ‎Section 2.12 shall no longer apply to the Securities of such global Security, for any transactions between series. In such event the Depositary Issuer will execute and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect subject to any global Security, nothing herein shall prevent the Issuer‎Section 2.08, the Trustee, or any agent upon receipt of an Officers’ Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Issuer Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this ‎Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from giving effect the Depositary. The Trustee shall deliver such Securities to any written certification, proxy or other authorization furnished by any the Depositary (or its nominee), as a Holder, with respect for delivery to the Persons in whose names such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global SecuritySecurities are so registered.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person's beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, each agent Guarantor, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, any agent Guarantor, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With respect If the Company shall establish pursuant to any global Section 2.01 that the Securities of a particular series are to be issued as a Global Security, neither then the Company shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (i) represent, and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (ii) be registered in the accuracy of the records name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of any participantsuch successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members accounts with the respective principal or face amounts of the Securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any ownership interest in interests of Agent Members, and on the Securities or records of Agent Members, with respect to interests of persons holding through Agent Members. So long as the delivery to any participantDepositary, beneficial or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or other Person (other than Holder of the Depositary) of any notice (including any notice of redemption) or Securities represented by the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and Global Security for all payments to be made to Holders purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities and this Indenture shall represented by the Global Security registered in their names, will not receive or be given or made only entitled to or upon the order receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered holders (Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that person is not an Agent Member, on the procedures of the Agent Member through which shall be the person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in the case of the global Security). The rights of beneficial owners in the global a Global Security shall be exercised only through the Depositary subject an Agent Member) to the applicable procedures of the Depositary. The Trustee and each agent shall be take any action which a Holder is entitled to rely and shall be fully protected in relying upon information furnished by take under the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Indenture or the DepositarySecurities, and any nominee thereofnothing herein will impair, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global SecurityAgent Members, the operation of customary practices governing the exercise of the rights of such a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary (or its nominee will be made to the Depositary or its nominee) , as Holder the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such global condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Company and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Securities. With On initial issuance, the Capital Securities shall be issued in the form of one or more Global Securities. An Administrative Trustee on behalf of the Trust shall execute, and the Property Trustee shall authenticate and deliver, one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate liquidation amount of all of the Capital Securities to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, and (iii) shall be delivered by the Property Trustee to such Depositary or pursuant to such Depositary’s instructions. Global Securities shall bear a legend substantially to the following effect: “This Capital Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the “Depositary”), or a nominee of the Depositary. This Capital Security is exchangeable for Capital Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Capital Security (other than a transfer of this Capital Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Capital Security Certificate is presented by an authorized representative of the Depositary to Xxxxxxx Xxxxx Capital Trust II or its agent for registration of transfer, exchange or payment, and any Capital Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” In the event that Capital Securities in definitive registered form are issued in exchange for all or a part of a Global Security pursuant to this Section 7.12, such Capital Securities shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Capital Securities not represented by a Global Security to the Persons in whose names such definitive Capital Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Capital Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Capital Securities not represented by a Global Security therefor or any Capital Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or increased, as the case may be, and an endorsement shall be made on such Global Securities by the Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee may for all purposes, including the making of payments due on the Capital Securities, deal with the Depositary as the authorized representative of the Holders for the purposes of exercising the rights of Holders hereunder. The rights of the owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Capital Securities in global form with respect to any global Security, neither the Trustee nor any agent particular matter shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect be deemed inconsistent to the accuracy extent they do not represent an amount of Capital Securities in excess of those held in the records name of the Depositary or its nominee nominee. If at any time the Depositary for any Capital Securities represented by one or of any participant, with respect more Global Securities notifies the Trust that it is unwilling or unable to any ownership interest in the continue as Depositary for such Capital Securities or with respect to the delivery to if at any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be time the Depositary or its nominee in for such Capital Securities shall no longer be eligible under this Section 7.12, the case of the global Security). The rights of beneficial owners in the global Security Trust shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of appoint a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the successor Depositary with respect to such global SecurityCapital Securities. If a successor Depositary for such Capital Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust’s election that such Capital Securities be represented by one or more Global Securities shall no longer be effective and the Trust shall execute, and the Property Trustee will authenticate and deliver, Capital Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Capital Securities representing such Capital Securities in exchange for such Global Security or Capital Securities. The Trust may at any time and in its sole discretion determine that the records Capital Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Capital Securities. In such event the Trust shall execute, and the Property Trustee, shall authenticate and deliver, Capital Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Capital Securities representing such Capital Securities, in exchange for such Global Security or Capital Securities. Notwithstanding any other provisions of this Trust Agreement (other than the provisions set forth in Section 7.9), Global Securities may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such depositary, including records in respect nominee to a successor Depositary or a nominee of such successor Depositary. Interests of beneficial ownership interests owners in respect a Global Security may be transferred or exchanged for Capital Securities not represented by a Global Security and Capital Securities not represented by a Global Security may be transferred or exchange for Global Securities in accordance with rules of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner provisions of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global SecuritySection 7.9.

Global Securities. With respect to any global Security, neither Each Global Security shall (i) be registered in the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records name of the Depositary (or its nominee nominee) for such Global Securities, (ii) be delivered to the Depositary (or of any participantits nominee) or the Global Security Custodian and (iii) bear a legend as required by Section 2.7(d). Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be Global Security held on their behalf by the Depositary or its nominee in by the case Global Security Custodian or under such Global Security, and the Depositary may be treated by the Issuer, any Guarantor, the Trustee and any agent of the global Security). The rights Issuer, any Guarantor or the Trustee as the absolute owner of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global such Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securitywhatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, any Guarantor, the Trustee, Trustee or any agent of the Issuer or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by any the Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such the Depositary and owners of beneficial interests in such global Securityits Agent Members, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder an owner of a beneficial interest in any Global Security. Transfers of a Global Security shall be limited to transfers of such global Global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules and procedures of the Depositary. In addition, Definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (x) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Securities or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Issuer within ninety (90) days of such notice or (y) an Event of Default of which the Trustee has notice (as determined in accordance with Section 7.1(g)) has occurred and is continuing and the Registrar has received a request from the Depositary to issue such Definitive Securities. In addition, the Issuer may notify the Depositary, at any time, that Definitive Securities shall be promptly transferred to all beneficial owners in exchange for their beneficial interests in a Global Security.

Global Securities. With respect (a) If the Issuer shall establish pursuant to any global Section 2.03 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (i) represent, and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (ii) be registered in the accuracy of the records name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to the Depositary, to another nominee of the Depositary or to a successor Depositary or to a nominee of any participantsuch successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to the Depositary for such series, to another nominee of the Depositary for such series or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the Securities beneficially owned by the Agent Members. Any dealers, underwriters, initial purchasers or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any ownership interest in interests of Agent Members, and on the Securities or records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the delivery to any participantDepositary, beneficial or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or other Person (other than Holder of the Depositary) of any notice (including any notice of redemption) or Securities represented by the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and registered Global Security for all payments to be made to Holders purposes under the Indenture. Except as described in this Section 2.13, owners of beneficial interests in a registered Global Security will not be entitled to have the Securities and this Indenture shall represented by the registered Global Security registered in their names, will not receive or be given or made only entitled to or upon the order receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Person owning a beneficial interest in a registered holders (Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which shall be the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in the case of the global Security). The rights of beneficial owners in the global a Global Security shall be exercised only through the Depositary subject an Agent Member) to the applicable procedures of the Depositary. The Trustee and each agent shall be take any action which a Holder is entitled to rely and shall be fully protected in relying upon information furnished by take under the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Indenture or the DepositarySecurities, and any nominee thereofnothing herein will impair, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global SecurityAgent Members, the operation of customary practices governing the exercise of the rights of such a Holder of any Security. Principal and interest payments on Securities represented by a Global Security registered in the name of the Depositary (or its nominee will be made to the Depositary or its nominee) , as Holder the case may be, as the registered owner of such global the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

Global Securities. With On initial issuance, the Capital Securities shall be issued in the form of one or more Global Securities. An Administrative Trustee on behalf of the Trust shall execute, and the Property Trustee shall authenticate and deliver, one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate liquidation amount of all of the Capital Securities to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, and (iii) shall be delivered by the Property Trustee to such Depositary or pursuant to such Depositary’s instructions. Global Securities shall bear a legend substantially to the following effect: “This Capital Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the “Depositary”), or a nominee of the Depositary. This Capital Security is exchangeable for Capital Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Capital Security (other than a transfer of this Capital Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Capital Security Certificate is presented by an authorized representative of the Depositary to Xxxxxxx Xxxxx Capital Trust III or its agent for registration of transfer, exchange or payment, and any Capital Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” In the event that Capital Securities in definitive registered form are issued in exchange for all or a part of a Global Security pursuant to this Section 7.12, such Capital Securities shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Capital Securities not represented by a Global Security to the Persons in whose names such definitive Capital Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Capital Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Capital Securities not represented by a Global Security therefor or any Capital Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or increased, as the case may be, and an endorsement shall be made on such Global Securities by the Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee may for all purposes, including the making of payments due on the Capital Securities, deal with the Depositary as the authorized representative of the Holders for the purposes of exercising the rights of Holders hereunder. The rights of the owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Capital Securities in global form with respect to any global Security, neither the Trustee nor any agent particular matter shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect be deemed inconsistent to the accuracy extent they do not represent an amount of Capital Securities in excess of those held in the records name of the Depositary or its nominee nominee. If at any time the Depositary for any Capital Securities represented by one or of any participant, with respect more Global Securities notifies the Trust that it is unwilling or unable to any ownership interest in the continue as Depositary for such Capital Securities or with respect to the delivery to if at any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be time the Depositary or its nominee in for such Capital Securities shall no longer be eligible under this Section 7.12, the case of the global Security). The rights of beneficial owners in the global Security Trust shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of appoint a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the successor Depositary with respect to such global SecurityCapital Securities. If a successor Depositary for such Capital Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust’s election that such Capital Securities be represented by one or more Global Securities shall no longer be effective and the Trust shall execute, and the Property Trustee will authenticate and deliver, Capital Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Capital Securities representing such Capital Securities in exchange for such Global Security or Capital Securities. The Trust may at any time and in its sole discretion determine that the records Capital Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Capital Securities. In such event the Trust shall execute, and the Property Trustee, shall authenticate and deliver, Capital Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Capital Securities representing such Capital Securities, in exchange for such Global Security or Capital Securities. Notwithstanding any other provisions of this Trust Agreement (other than the provisions set forth in Section 7.9), Global Securities may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such depositary, including records in respect nominee to a successor Depositary or a nominee of such successor Depositary. Interests of beneficial ownership interests owners in respect a Global Security may be transferred or exchanged for Capital Securities not represented by a Global Security and Capital Securities not represented by a Global Security may be transferred or exchange for Global Securities in accordance with rules of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner provisions of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global SecuritySection 7.9.

Global Securities. With respect If the Company shall establish pursuant to any global Section 2.03 that the Securities of a particular series are to be issued as a Global Security, neither then the Company shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (i) represent, and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (ii) be registered in the accuracy of the records name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to the Depositary, to another nominee of the Depositary or to a successor Depositary or to a nominee of any participantsuch successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to the Depositary for such series, to another nominee of the Depositary for such series or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the Securities beneficially owned by the Agent Members. Any dealers, underwriters, initial purchasers or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any ownership interest in interests of Agent Members, and on the Securities or records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the delivery to any participantDepositary, beneficial or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or other Person (other than Holder of the Depositary) of any notice (including any notice of redemption) or Securities represented by the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and registered Global Security for all payments to be made to Holders purposes under the Indenture. Except as described in this Section 2.13, owners of beneficial interests in a registered Global Security will not be entitled to have the Securities and this Indenture shall represented by the registered Global Security registered in their names, will not receive or be given or made only entitled to or upon the order receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Person owning a beneficial interest in a registered holders (Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which shall be the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in the case of the global Security). The rights of beneficial owners in the global a Global Security shall be exercised only through the Depositary subject an Agent Member) to the applicable procedures of the Depositary. The Trustee and each agent shall be take any action which a Holder is entitled to rely and shall be fully protected in relying upon information furnished by take under the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Indenture or the DepositarySecurities, and any nominee thereofnothing herein will impair, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global SecurityAgent Members, the operation of customary practices governing the exercise of the rights of such a Holder of any Security. Principal and interest payments on Securities represented by a Global Security registered in the name of the Depositary (or its nominee will be made to the Depositary or its nominee) , as Holder the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such global condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may, subject to the procedures of the Depositary, at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Agent Members or otherwise, shall instruct the Trustee in writing. The Company and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary and shall incur no liability to any Person for any losses or damages arising as a result of any delay in receiving such instructions. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Securities. With If the Issuer shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Issuer shall execute and the Trustee shall, in accordance with Section 3.02, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, (ii) be registered in the name of the Depositary or its nominee, (iii) be held by the Trustee as custodian of the Depositary and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 3.11 of this Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” Notwithstanding the provisions of Section 3.06, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 3.06, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any global interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, neither that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under this Indenture. Except as described in this Section 3.11, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under this Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under this Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If, at any time, either (i) the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, or (ii) an Event of Default with respect to a series of Securities has occurred and is continuing and the Depositary for such series requests the issuance in definitive registered form of any such Securities represented by a Global Security, then this Section 3.11 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 3.06, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 3.11 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 3.06, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 3.11 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered. Neither the Trustee nor any agent Agent Members shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Global Securities. With respect If the Company shall establish pursuant to any global SecuritySection 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, neither then the Company shall execute and the Trustee nor any agent shall have any responsibility for any actions taken or not taken by shall, in accordance with Section 3.3 and the Depositary. Neither Company Order delivered to the Trustee nor any agent thereunder, authenticate and deliver such Global Security or Securities, which (i) shall have any responsibility or obligation to any beneficial owner represent, and shall be denominated in a global Security, a participant or other Person with respect an amount equal to the accuracy aggregate principal amount of the records Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee or of any participantnominee, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositaryiv) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only delivered by the Trustee to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject pursuant to the applicable procedures Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary with respect for such Global Security, or to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to a successor Depositary for such Global Security selected or approved by the owner Company, or holder to a nominee of such successor Depositary. If at any time the Depositary for a beneficial ownership interest in such global Security) Global Security notifies the Company that it is unwilling or unable to continue as the sole holder of Depositary for such global Global Security and or if at any time the Depositary for the Securities for such series shall have no obligations to longer be eligible or in good standing under the beneficial owners thereof. None of Exchange Act, or other applicable statute or regulation, the Trustee nor any agent Company shall have any responsibility or liability for any acts or omissions of the appoint a successor Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Global Security. Notwithstanding If a successor Depositary for such Global Security is not appointed by the foregoingCompany within 90 days after the Company receives such notice or becomes aware of such ineligibility, with respect to any global Securitythe Company will execute, nothing herein shall prevent the Issuer, and the Trustee, or any agent upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, will authenticate and deliver Securities of such series in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Issuer Global Security in exchange for such Global Security. Such Securities will be issued to and registered in the name of such Person or Persons as are specified by the Depositary. The Company may at any time and in its sole discretion determine that the Securities of any series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or the Trustee from giving effect to any written certificationaggregate principal amount of such Global Securities representing such series, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to in exchange for such global Global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.Securities. Exhibit 4.1

Global Securities. With respect Original Securities offered and sold to any global SecurityQIBs in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Securities in definitive, neither fully registered form without interest coupons and bearing the Global Security Legend and Private Placement Legend, which shall be deposited on behalf of the purchasers of the Original Securities represented thereby with the Trustee, as custodian for the Depositary (or with such other custodian as the Depositary may direct), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee nor any agent shall have any responsibility for any actions taken as hereinafter provided. The aggregate principal amount of the Global Securities may from time to time be increased or not taken decreased by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of adjustments made on the records of the Trustee and the Depositary or its nominee or as hereinafter provided. Any endorsement of a Global Security to reflect the amount of any participantincrease or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. Members of, or Participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be Global Security held on their behalf by the Depositary or its nominee in by the case Trustee as the custodian of the global Depositary or under such Global Security). The rights of beneficial owners in the global Security shall be exercised only through , and the Depositary subject to may be treated by the applicable procedures Company, the Trustee and any agent of the Depositary. The Company or the Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by as the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder absolute owner of any global such Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securitywhatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any the Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such the Depositary and owners of beneficial interests in such global Securityits Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of such Depositary (or its nominee) as Holder a holder of such global a beneficial interest in any Global Security.

Global Securities. With respect If the Company shall establish pursuant to any global Section 2.03 that the Securities of a particular series are to be issued as a Global Security, neither then the Company shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (iv) represent, and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (v) be registered in the accuracy of the records name of the Depositary or its nominee, (vi) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (vii) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to the Depositary, to another nominee of the Depositary or to a successor Depositary or to a nominee of any participantsuch successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to the Depositary for such series, to another nominee of the Depositary for such series or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the Securities beneficially owned by the Agent Members. Any dealers, underwriters, initial purchasers or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any ownership interest in interests of Agent Members, and on the Securities or records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the delivery to any participantDepositary, beneficial or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or other Person (other than Holder of the Depositary) of any notice (including any notice of redemption) or Securities represented by the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and registered Global Security for all payments to be made to Holders purposes under the Indenture. Except as described in this Section 2.13, owners of beneficial interests in a registered Global Security will not be entitled to have the Securities and this Indenture shall represented by the registered Global Security registered in their names, will not receive or be given or made only entitled to or upon the order receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Person owning a beneficial interest in a registered holders (Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which shall be the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in the case of the global Security). The rights of beneficial owners in the global a Global Security shall be exercised only through the Depositary subject an Agent Member) to the applicable procedures of the Depositary. The Trustee and each agent shall be take any action which a Holder is entitled to rely and shall be fully protected in relying upon information furnished by take under the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Indenture or the DepositarySecurities, and any nominee thereofnothing herein will impair, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global SecurityAgent Members, the operation of customary practices governing the exercise of the rights of such a Holder of any Security. Principal and interest payments on Securities represented by a Global Security registered in the name of the Depositary (or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Company, the Trustee or any other agent of the Company, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If (i) at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Holder Depositary for such series or that it is no longer registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice, or (ii) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, this Section 2.13 shall no longer be applicable to the Securities of such global series and the Company will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Company may, subject to the procedures of the Depositary, at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Company will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Agent Members or otherwise, shall instruct the Trustee in writing. The Company and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary and shall incur no liability to any Person for any losses or damages arising as a result of any delay in receiving such instructions. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and each agent beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security) and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, the Trustee, any agent Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With respect If the Issuer shall establish pursuant to any global Section 2.01 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (i) represent, and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (ii) be registered in the accuracy of the records name of the Depositary or its nominee, (iii) be delivered to the Trustee as custodian for the Depositary and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of any participantsuch successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any ownership interest in interests of Agent Members, and on the Securities or records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the delivery to any participantDepositary, beneficial or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or other Person (other than Holder of the Depositary) of any notice (including any notice of redemption) or Securities represented by the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and Global Security for all payments to be made to Holders purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities and this Indenture shall represented by the Global Security registered in their names, will not receive or be given or made only entitled to or upon the order receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered holders (Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which shall be the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in the case of the global Security). The rights of beneficial owners in the global a Global Security shall be exercised only through the Depositary subject an Agent Member) to the applicable procedures of the Depositary. The Trustee and each agent shall be take any action which a Holder is entitled to rely and shall be fully protected in relying upon information furnished by take under the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Indenture or the DepositarySecurities, and any nominee thereofnothing herein will impair, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global SecurityAgent Members, the operation of customary practices governing the exercise of the rights of such a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary (or its nominee will be made to the Depositary or its nominee) , as Holder the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such global condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. In addition, if an Event of Default with respect to the Securities of a series has occurred and is continuing and a beneficial owner of any such Security requests that its beneficial interest therein be issued as a certificated Security, the Issuer will execute and, subject to Section 2.08, the Trustee will authenticate and deliver Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series corresponding to such beneficial owner’s beneficial interest in such Global Security. Securities in definitive registered form issued in exchange for all or part of the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Securities. With respect If the Issuer shall establish pursuant to any global Section 2.01 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (i) represent, and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (ii) be registered in the accuracy of the records name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of any participantsuch successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any ownership interest in interests of Agent Members, and on the Securities or records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the delivery to any participantDepositary, beneficial or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or other Person (other than Holder of the Depositary) of any notice (including any notice of redemption) or Securities represented by the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and Global Security for all payments to be made to Holders purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities and this Indenture shall represented by the Global Security registered in their names, will not receive or be given or made only entitled to or upon the order receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered holders (Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which shall be the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in the case of the global Security). The rights of beneficial owners in the global a Global Security shall be exercised only through the Depositary subject an Agent Member) to the applicable procedures of the Depositary. The Trustee and each agent shall be take any action which a Holder is entitled to rely and shall be fully protected in relying upon information furnished by take under the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Indenture or the DepositarySecurities, and any nominee thereofnothing herein will impair, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global SecurityAgent Members, the operation of customary practices governing the exercise of the rights of such a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary (or its nominee will be made to the Depositary or its nominee) , as Holder the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such global condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Securities. So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law or otherwise requested by the Company or any Holder, all Securities shall be represented by one or more Global Securities registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in any Global Security, which does not involve the issuance of a Security in certificated form, shall be effected through the Depositary, in accordance with this Indenture (including restrictions on transfer set forth herein) and the procedures of the Depositary therefor. At any time at the request of the beneficial owner of an interest in any Global Security to obtain a Security in certificated form, such beneficial owner shall be entitled to obtain a Security in certificated form upon written request to the Trustee in accordance with the standing instructions and procedures existing between the Trustee and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of the Global Security to be reduced by the principal amount of the Security issued in certificated form upon such request to such beneficial owner and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial owner (or its nominee) a Security or Securities in certificated form in the appropriate aggregate principal amount in the name of such beneficial owner (or its nominee) as the Holder thereof and bearing such restrictive legends as may be required by this Indenture. Any transfer of a beneficial interest in the Global Security, or a Security in certificated form, which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (or its nominee) of a Security or Securities in certificated form registered in the name of the transferee (or its nominee) on the books maintained by the Registrar in accordance with the transfer restrictions set forth herein. With respect to any global transfer of a beneficial interest in the Global Security, the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of the Global Security to be reduced by the principal amount of the respective beneficial interest in the Global Security being transferred and, following such reduction, the Company will execute and the Trustee will authenticate and make available for delivery to the transferee (or such transferee’s nominee, as the case may be), a Security or Securities in certificated form (bearing such restrictive legends as may be required by this Indenture) in the appropriate aggregate principal amount in the name of such transferee (or its nominee) as the Holder thereof may request. With respect to the Global Security, the Company and the Trustee shall be entitled to treat the Person in whose name such Security is registered as the absolute owner of such Security for all purposes of this Indenture, and neither the Trustee Company nor any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Securityof such Global Security or to any direct or indirect participant of the Depositary. Without limiting the immediately preceding sentence, a participant neither the Company nor the Trustee shall have any responsibility or other Person obligation with respect to (i) the accuracy of the records of the any Depositary or its nominee or of any participant, other Person with respect to any ownership interest in the Securities or Global Security, (ii) the delivery to any Person, other than a Holder, of any notice with respect to the delivery to any participantGlobal Security, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemptionredemption or refunding, (iii) the selection of the particular Securities or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of the Global Security or (iv) the payment to any Person, other than a Holder, of any amount, under or amount with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given principal of, Redemption Price ,or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of on a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Global Security. Notwithstanding the foregoing, with respect to any global Securitythe Trustee may recognize votes by, nothing herein shall prevent the Issueror on behalf of, the Trusteebeneficial owners of any interest in such Global Security if such votes were made by beneficial owners of a related portion of the Securities when such votes are received in compliance with an omnibus proxy of the Depositary or otherwise pursuant to the rules and procedures of the Depositary, or any agent of the Issuer or other comparable evidence delivered to the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a the Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Global Securities. With On initial issuance, the Capital Securities shall be issued in the form of one or more Global Securities. An Administrative Trustee on behalf of the Trust shall execute, and the Property Trustee shall authenticate and deliver, one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate liquidation amount of all of the Capital Securities to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or the nominee of such Depositary, and (iii) shall be delivered by the Property Trustee to such Depositary or pursuant to such Depositary’s instructions. Global Securities shall bear a legend substantially to the following effect: “This Capital Security is a Global Security within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company, a New York corporation (the “Depositary”), or a nominee of the Depositary. This Capital Security is exchangeable for Capital Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Capital Security (other than a transfer of this Capital Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Capital Security Certificate is presented by an authorized representative of the Depositary to Xxxxxxx Xxxxx Capital Trust I or its agent for registration of transfer, exchange or payment, and any Capital Security Certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” In the event that Capital Securities in definitive registered form are issued in exchange for all or a part of a Global Security pursuant to this Section 7.12, such Capital Securities shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication, the Property Trustee shall deliver such Capital Securities not represented by a Global Security to the Persons in whose names such definitive Capital Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee in accordance with standing procedures of the Depositary. At any time prior to such cancellation, if any interest in Global Securities is exchanged for Capital Securities not represented by a Global Security, redeemed, cancelled or transferred to a transferee who receives Capital Securities not represented by a Global Security therefor or any Capital Security not represented by a Global Security is exchanged or transferred for part of Global Securities, the principal amount of such Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced or increased, as the case may be, and an endorsement shall be made on such Global Securities by the Property Trustee to reflect such reduction or increase. The Trust and the Property Trustee may for all purposes, including the making of payments due on the Capital Securities, deal with the Depositary as the authorized representative of the Holders for the purposes of exercising the rights of Holders hereunder. The rights of the owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such owners and depository participants provided, that no such agreement shall give any rights to any Person against the Trust or the Property Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Capital Securities in global form with respect to any global Security, neither the Trustee nor any agent particular matter shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect be deemed inconsistent to the accuracy extent they do not represent an amount of Capital Securities in excess of those held in the records name of the Depositary or its nominee nominee. If at any time the Depositary for any Capital Securities represented by one or of any participant, with respect more Global Securities notifies the Trust that it is unwilling or unable to any ownership interest in the continue as Depositary for such Capital Securities or with respect to the delivery to if at any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be time the Depositary or its nominee in for such Capital Securities shall no longer be eligible under this Section 7.12, the case of the global Security). The rights of beneficial owners in the global Security Trust shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of appoint a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the successor Depositary with respect to such global SecurityCapital Securities. If a successor Depositary for such Capital Securities is not appointed by the Trust within 90 days after the Trust receives such notice or becomes aware of such ineligibility, the Trust’s election that such Capital Securities be represented by one or more Global Securities shall no longer be effective and the Trust shall execute, and the Property Trustee will authenticate and deliver, Capital Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Capital Securities representing such Capital Securities in exchange for such Global Security or Capital Securities. The Trust may at any time and in its sole discretion determine that the records Capital Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Capital Securities. In such event the Trust shall execute, and the Property Trustee, shall authenticate and deliver, Capital Securities in definitive registered form, in any authorized denominations, in an aggregate liquidation amount equal to the principal amount of the Global Security or Capital Securities representing such Capital Securities, in exchange for such Global Security or Capital Securities. Notwithstanding any other provisions of this Trust Agreement (other than the provisions set forth in Section 7.9), Global Securities may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such depositary, including records in respect nominee to a successor Depositary or a nominee of such successor Depositary. Interests of beneficial ownership interests owners in respect a Global Security may be transferred or exchanged for Capital Securities not represented by a Global Security and Capital Securities not represented by a Global Security may be transferred or exchange for Global Securities in accordance with rules of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner provisions of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global SecuritySection 7.9.

Global Securities. With respect If the Issuer shall establish pursuant to any global Section 2.01 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken (i) represent, and be issued in a denomination or not taken aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, (ii) be registered in the name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.12 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Neither Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records name of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to will be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee, any agent of the Issuer or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the case of the global Security). The rights of registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositaryownership interests. The Trustee and each agent shall be entitled to may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants members and any beneficial owners. If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, this Section 2.12 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, upon receipt of an Issuer's Order, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.12 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee and each agent shall be entitled to deal with conclusively rely on such instructions from the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Global Securities. With respect All of the Notes shall be issued initially in the form of one or more notes in registered, global form without interest coupons (collectively, the “Global Securities”). The Global Securities shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian for the depositary, The Depository Trust Company (the “DTC”) (such depositary, or any successor thereto, being hereinafter referred to any global Securityas the “Depositary”), neither and registered in the name of its nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in the DTC (including, if applicable, Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme), duly executed by the Company and authenticated by the Trustee nor any agent shall have any responsibility for any actions taken as hereinafter provided. The aggregate principal amount of a Global Security may from time to time be increased or not taken decreased by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of adjustments made on the records of the Depositary Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures. Each Global Security shall represent such of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or its nominee increased, as appropriate, to reflect exchanges or redemptions of such Notes. Any endorsement of a Global Security to reflect the amount of any participantincrease or decrease in the principal amount of Outstanding Notes represented thereby shall be made by the Securities Custodian in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian. Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have rights under this Ninth Supplemental Indenture with respect to any ownership interest Global Security held in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) name of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is or under the registered holder Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of any global the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securitywhatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall (A) prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any the Depositary or (or its nominee), as a Holder, with respect to such global Security or shall B) impair, as between such Depositary the Depositary, its Agent Members and owners of beneficial interests in such global Securityany other Person on whose behalf an Agent Member may act, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as a Holder of such global Securityany Notes.

Global Securities. With respect to any global SecurityIf the Securities Resolution so provides, neither the Trustee nor any agent shall have any responsibility for any actions taken Company may issue some or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy all of the records Securities of the Depositary a series in temporary or its nominee permanent global form. A global Security may be in registered form, in bearer form with or without coupons or in uncertificated form. A global Security shall represent that amount of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners a series as specified in the global Security shall be exercised only through or as endorsed thereon from time to time. At the Depositary subject to Company's request, or as otherwise provided in the applicable procedures Securities Resolution, the Trustee shall endorse a global Security to reflect the amount of any increase or decrease in the DepositarySecurities represented thereby. The Trustee and each agent shall be entitled Company may issue a global Security only to rely and shall be fully protected in relying upon information furnished a depository designated by the Depositary with respect Company. A depository may transfer a global Security only as a whole to its members, participants and any beneficial ownersnominee or to a successor depository. The Trustee and each agent shall be entitled to deal with Securities Resolution may establish, among other things, the Depositary, and any nominee thereof, that is the registered holder manner of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, paying principal and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of on a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the whether and upon what terms a beneficial owners thereofowner of an interest in a global Security may exchange such interest for definitive Securities. None of The Company, an Affiliate, the Trustee nor and any agent Agent shall have any responsibility or liability not be responsible for any acts or omissions of the Depositary with respect to such global Securitya depository, for the any depository records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, or for any transactions between the Depositary depository and beneficial owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, the Registrar and any participant agent of the Company or between or among the Depositary, any Trustee may treat the Person in whose name such participant and/or any holder or Security is registered as the owner of a beneficial interest such Security for the purpose of receiving any payment on or in respect of such global SecuritySecurity and for all other purposes whatsoever, whether or for not such Security is overdue, and neither the Company, the Trustee, the Registrar nor any transfers agent of beneficial interests in any such global Securitythe Company or the Trustee shall be affected by notice to the contrary. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, the Registrar or any agent of the Issuer Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee)depositary, as a Holder, with respect to such global Security or shall impair, as between such Depositary depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary depositary (or its nominee) as a Holder of such global Security.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premiumdifference, if any, and interest and additional amounts, if any, between the principal amount of the surrendered Global Security and the giving aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. Upon the exchange of the entire principal amount of a Global Security for Securities in the form of definitive certificates, such Global Security shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, acting pursuant to instructions from its direct or directions by indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the owner or holder Persons in whose names the Securities are so to be registered. Any endorsement of a beneficial ownership interest Global Security to reflect the principal amount thereof, or any increase or decrease in such global Security) principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as the sole holder shall be specified in or pursuant to any applicable letter of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility representations or liability for any acts other arrangement entered into with, or omissions of procedures of, the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (Company Order delivered or its nominee) as Holder of such global Security.to be delivered pursuant to Section 3.3 or Section 3.4 with respect

Global Securities. With respect So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Securities (i) to any global Securitybe traded on the PORTAL Market or (ii) sold (A) to a QIB or (B) to an Institutional Accredited Investor that, neither prior to such transfer, is required to furnish to the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect signed letter containing certain representations and agreements relating to the accuracy restrictions on transfer of the records Security ("Investment Letter"), shall be represented by one or more Global Securities registered in the name of the Depositary or its the nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee transfer and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers exchange of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Global Security, nothing herein which does not involve the issuance of a Security in certificated form, shall prevent be effected through the IssuerDepositary, in accordance with this Indenture (including restrictions on transfer set forth herein) and the procedures of the Depositary therefor. At any time at the request of the beneficial owner of an interest in Global Security to obtain a Security in certificated form, such beneficial owner shall be entitled to obtain a Security in certificated form upon written request to the Trustee in accordance with the standing instructions and procedures existing between the Trustee and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, or any agent the aggregate principal amount of the Issuer or Global Security to be reduced by the principal amount of the Security issued in certificated form upon such request to such beneficial owner and, following such reduction, the Company will execute and the Trustee from giving effect will authenticate and make available for delivery to any written certification, proxy or other authorization furnished by any Depositary such beneficial owner (or its nominee), as ) a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests Securities in such global Security, certificated form in the operation of customary practices governing appropriate aggregate principal amount in the exercise of the rights name of such Depositary beneficial owner (or its nominee) as the Holder thereof and bearing such restrictive legends as may be required by this Indenture. Any transfer of a beneficial interest in the Global Security which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (or its nominee) of a Security or Securities in certificated form registered in the name of the transferee (or its nominee) on the books maintained by the Registrar in accordance with the transfer restrictions set forth herein. With respect to any such transfer, the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of the Global Security to be reduced by the principal amount of the respective beneficial interest in the Global Security being transferred and, following such reduction, the Company will execute and the Trustee will authenticate and make available for delivery to the transferee (or such transferee's nominee, as the case may be), a Security or Securities in certificated form (bearing such restrictive legends as may be required by this Indenture) in the appropriate aggregate principal amount in the name of such global Securitytransferee (or its nominee) as the Holder thereof may request.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. 18 The Depositary or, if there be one, its membersnominee, participants shall be the Holder of a Global Security for all purposes under this Indenture; and any beneficial ownersowners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Trustee Company, the Trustee, the Paying Agent and each agent the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security) and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, the Trustee, any agent Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With respect The Securities are being offered and sold by the Company pursuant to any the Purchase Agreement. The Securities offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), as provided in the Purchase Agreement, shall be issued in the form of one or more permanent global Securities in definitive, fully registered form without interest coupons with the Global Securities Legend and Restricted Securities Legend set forth in Section 202 hereto (each, a "Rule 144A Global Security"), neither which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee nor any agent shall have any responsibility for any actions taken as hereinafter provided. The aggregate principal amount of the Rule 144A Global Security may from time to time be increased or not taken decreased by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of adjustments made on the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices Trustee and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee nominee, as the case may be, as hereinafter provided. Securities offered and sold in reliance on Regulation S, as provided in the case Purchase Agreement, shall be issued initially in the form of a single, temporary global Security in fully registered form without interest coupons with the Global Securities Legend and Restricted Securities Legend set forth in Section 202 hereto (the "Regulation S Temporary Global Security") which shall be deposited on behalf of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures purchasers of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by Securities represented thereby with the Depositary with respect to Trustee, at its membersCorporate Trust Office, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with as custodian for the Depositary, and any registered in the name of the Depositary or the nominee thereofof the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, that is duly executed by the registered holder Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of any global the Regulation S Temporary Global Security for all purposes may from time to time be increased or decreased by adjustments made on the records of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, Trustee and the giving Depositary or its nominee, as the case may be, as hereinafter provided. Upon effectiveness of instructions the Shelf Registration Statement, the Securities resold or directions by or transferred pursuant to the owner prospectus forming part of the Shelf Registration Statement may be represented by one or holder more permanent global Securities in definitive, fully registered form without interest coupons with the Global Securities Legend but not the Restricted Securities Legend set forth in Section 202 hereto, registered in the name of the Depositary or a beneficial ownership interest in such global Security) nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as the sole holder hereinafter provided. The aggregate principal amount of such global Security and shall have no obligations Securities may from time to time be increased or decreased by adjustments made on the beneficial owners thereof. None records of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of and the Depositary with respect or its nominee, as the case may be, to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any reflect transfers of beneficial interests in any such global Security. Notwithstanding from the foregoing, with respect to any global Regulation S Permanent Global Security and the Rule 144A Global Security, nothing herein shall prevent subject to the Issuer, the Trustee, or any agent rules and procedures of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee)Euroclear and Cedel, as a Holderthe case may be, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global SecurityDepositary.

Global Securities. With respect Each Global Security will represent the aggregate principal amount of the then Outstanding Securities endorsed thereon and provide that it represents such aggregate principal amount of the then Outstanding Securities, which aggregate principal amount may, from time to time, be reduced or increased to reflect transfers, exchanges or purchases by the Company. Only the Trustee, or the Custodian holding such Global Security for the Depositary, at the direction of the Trustee, may endorse a Global Security to reflect the amount of any global Securityincrease or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby, neither and whenever the Holder of a Global Security delivers instructions to the Trustee nor to increase or decrease the aggregate principal amount of the then Outstanding Securities represented by a Global Security in accordance with the Indenture and the Applicable Procedures, the Trustee, or the Custodian holding such Global Security for the Depositary, at the direction of the Trustee, will endorse such Global Security to reflect such increase or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby. None of the Trustee, the Company or any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither of the Trustee nor any agent shall or the Company will have any responsibility or obligation bear any liability for any aspect of the records relating to or payments made on account of the ownership of any beneficial owner interest in a global Security, a participant Global Security or other Person with respect to the accuracy of the maintaining, supervising or reviewing any records of relating to such beneficial interest. Members of, or participants in, the Depositary or its nominee or of any participant, (“Agent Members”) shall have no rights under the Indenture with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than Global Security held on their behalf by the Depositary) of any notice (including any notice of redemption) , or the payment of any amountTrustee as its custodian, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities Global Security, and this Indenture shall be given Cede & Co., or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished such other Persons designated by the Depositary with respect to as its membersnominee, participants may be treated by the Company, the Trustee and any beneficial owners. The agent of the Company or the Trustee and each agent shall be entitled to deal with as the Depositary, and any nominee thereof, that is absolute owner of the registered holder of any global Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securitywhatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any the Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such the Depositary and owners of beneficial interests in such global Securityits Agent Members, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityany Holder.

Global Securities. With respect to any global Security, neither Any Global Security shall be exchangeable only as provided in this paragraph. If the Trustee nor any agent shall have any responsibility depositary for any actions taken permanent Global Security is DTC, then, unless the terms of such Global Security expressly permit such Global Security to be exchanged in whole or in part for definitive Securities, a Global Security may be transferred, in whole but not taken in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security selected or approved by the DepositaryCompany or to a nominee of such successor to DTC. Neither If at any time 30 39 DTC notifies the Trustee nor any agent shall have any responsibility Company that it is unwilling or obligation unable to any beneficial owner in a global Security, a participant continue as depositary for the applicable Global Security or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect if at any time DTC ceases to be a clearing agency registered under the delivery to any participantExchange Act if so required by applicable law or regulation, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or Company shall appoint a successor depositary with respect to such Global Security or Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the If (x) a successor depositary for such Global Security or Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished is not appointed by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Company within 90 days after the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to Company receives such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions notice or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder becomes aware of such global Security unwillingness, inability or ineligibility, (y) an Event of Default has occurred and shall have no obligations to the beneficial owners thereof. None is continuing or any event which after notice or lapse of the Trustee nor any agent shall have any responsibility time or liability for any acts or omissions both would be an Event of the Depositary Default with respect to such global Security or Securities, or (z) the Company, in its sole discretion, determines at any time that all Outstanding Securities (but not less than all) issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities, then the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities of like rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities. If any beneficial owner of an interest in a Global Security is otherwise entitled to exchange such interest for Securities of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 3.1 and provided that any applicable notice provided in the Global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such Global Security. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered for exchange by DTC or such other depositary as shall be specified in the records Company Order with respect thereto to the Trustee, as the Company's agent for such purpose; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 11.3 and ending at the close of business on the day of the mailing of the relevant notice of redemption. If a Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such depositaryexchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, including records or (ii) any special Record Date and the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of beneficial ownership interests such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights portion of such Depositary (or its nominee) as Holder Global Security is payable in accordance with the provisions of such global Securitythis Indenture.

Global Securities. With respect (a) Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (b) Notwithstanding any global Securityother provision in this Indenture, neither no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (a) such Depositary advises the Trustee nor any agent shall have any responsibility for any actions taken in writing that such Depositary is no longer willing or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation able to any beneficial owner in a global Security, a participant or other Person properly discharge its responsibilities as Depositary with respect to such Global Security, and the accuracy Company is unable to locate a qualified successor, (b) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary, (c) there shall have occurred and be continuing an Event of Default or (d) pursuant to the records following sentence. All or any portion of a Global Security may be exchanged for a Security that has a like aggregate principal amount and is not a Global Security upon 20 days' prior request made by the Depositary or its Agent Member to the Securities Registrar. (c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or of cancellation as provided in this Article III. If any participantGlobal Security is to be exchanged for other Securities or cancelled in part, with respect or if another Security is to any ownership be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(iv), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with respect the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be authenticated and delivered in the delivery to any participantform of, beneficial owner or other and shall be, a Global Security, unless such Security is registered in the name of a Person (other than the DepositaryDepositary for such Global Security or a nominee thereof. (e) The Depositary or its nominee, as registered owner of any notice (including any notice a Global Security, shall be the Holder of redemption) or such Global Security for all purposes under this Indenture and the payment Securities, and owners of any amount, under or with respect to beneficial interests in a Global Security shall hold such Securities. All notices and communications to be given interest pursuant to the Holders rules and all payments to be made to Holders under procedures of the Securities and this Indenture Depositary. Accordingly, any such owner's beneficial interests in a Global Security shall be given or made shown only to or upon on, and the order transfer of the registered holders (which such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the case of the global Security)Depositary. (f) The rights of owners of beneficial owners interests in the global a Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished limited to those established by law and agreements between such owners and the Depositary with respect to and/or its members, participants and any beneficial ownersAgent Members. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security20 27 SECTION 3.6.

Global Securities. So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Securities shall be represented by one or more Global Securities registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in any Global Security, which does not involve the issuance of a Security in certificated form, shall be effected through the Depositary, in accordance with this Indenture (including restrictions on transfer set forth herein) and the procedures of the Depositary therefor. The beneficial owner of an interest in any Global Security shall be entitled to obtain at any time a Security in certificated form upon written request to the Trustee made through the Depositary in accordance with the rules and procedures of the Depositary and the Letter of Representations. Upon receipt of any such request, the Trustee will cause the aggregate principal amount of the Global Security to be reduced by the principal amount of the Security issued in certificated form in accordance with the rules and procedures of the Depositary and the Letter of Representations and, following such reduction, the Company will execute and the Registrar will authenticate and deliver to such beneficial owner (or its nominee) a Security or Securities in certificated form in the appropriate aggregate principal amount in the name of such beneficial owner (or its nominee) as the Holder thereof and bearing such restrictive legends as may be required by this Indenture. Any transfer of a beneficial interest in the Global Security which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (or its nominee) of a Security or Securities in certificated form registered in the name of the transferee (or its nominee) on the books maintained by the Registrar in accordance with the transfer restrictions set forth herein. With respect to any global such transfer, the Trustee will cause the aggregate principal amount of the Global Security to be reduced by the principal amount of the respective beneficial interest in the Global Security being transferred in accordance with the rules and procedures of the Depositary and the Letter of Representations and, following such reduction, the Company will execute and the Registrar will authenticate and make available for delivery to the transferee (or such transferee's nominee, as the case may be), a Security or Securities in certificated form (bearing such restrictive legends as may be required by this Indenture) in the appropriate aggregate principal amount in the name of such transferee (or its nominee) as the Holder thereof may request. With respect to the Global Security, the Company and the Trustee shall be entitled to treat the Person in whose name such Security is registered as the absolute owner of such Security for all purposes of this Indenture, and neither the Trustee Company nor any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Securityof such Global Security or to any direct or indirect participant of the Depositary. Without limiting the immediately preceding sentence, a participant neither the Company nor the Trustee shall have any responsibility or other Person obligation with respect to (i) the accuracy of the records of the any Depositary or its nominee or of any participant, other Person with respect to any ownership interest in the Securities or Global Security, (ii) the delivery to any Person, other than a Holder, of any notice with respect to the delivery to any participantGlobal Security, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemptionredemption or refunding, (iii) the selection of the particular Securities or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of the Global Security or (iv) the payment to any Person, other than a Holder, of any amount, under or amount with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given principal of, Redemption Price ,or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of on a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Global Security. Notwithstanding the foregoing, with respect to any global Securitythe Trustee may recognize votes by, nothing herein shall prevent the Issueror on behalf of, the Trusteebeneficial owners of any interest in such Global Security if such votes were made by beneficial owners of a related portion of the Securities when such votes are received in compliance with an omnibus proxy of the Depositary or otherwise pursuant to the rules and procedures of the Depositary and the provisions of the Letter of Representations, or any agent of the Issuer or other comparable evidence delivered to the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a the Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Indenture Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and each agent beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, the Trustee, any agent Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of Indenture representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With If the Issuer shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Issuer shall execute and the Trustee shall, in accordance with Section 3.02, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, (ii) be registered in the name of the Depositary or its nominee, (iii) be held by the Trustee as custodian of the Depositary and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 3.11 of this Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” Notwithstanding the provisions of Section 3.06, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 3.06, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will xx be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any global interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, neither that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under this Indenture. Except as described in this Section 3.11, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under this Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under this Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If, at any time, either (i) the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, or (ii) an Event of Default with respect to a series of Securities has occurred and is continuing and the Depositary for such series requests the issuance in definitive registered form of any such Securities represented by a Global Security, then this Section 3.11 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 3.06, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 3.11 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 3.06, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 3.11 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered. Neither the Trustee nor any agent Agent Members shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Global Securities. With respect Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any global Securityother provision in this Indenture, neither no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the Trustee nor name of any agent Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered as such under the Exchange Act or announces an intention permanently to cease business or does in fact do so or (B) there shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person occurred and be continuing an Event of Default with respect to the accuracy of the records such Global Security. If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or of cancellation, as provided in this Article 2. If any participantGlobal Security is to be exchanged for other Securities or cancelled in part, with respect or if another Security is to any ownership be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 2.09, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the Securities principal amount thereof shall be reduced or with respect increased by an amount equal to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications portion thereof to be given so exchanged or cancelled or equal to the Holders and all payments principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to Holders under make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall authenticate and make available for delivery any Securities and this Indenture shall be given issuable in exchange for such Global Security (or made only any portion thereof) to or upon the order of the of, and registered holders (which shall in such names as may be directed by, the Depositary or its nominee authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the case preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of the global Security). The rights of beneficial owners Securities that are not in the global Security shall be exercised only through the Depositary subject to the applicable procedures form of the DepositaryGlobal Securities. The Trustee and each agent shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article 2 or otherwise, shall be authenticated and delivered in the form of, and shall be fully protected be, a registered Global Security, unless such Security is registered in relying upon information furnished by the name of a Person other than the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any for such Global Security or a nominee thereof, that is in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. The Depositary or its nominee, as registered owner of a Global Security, shall be the registered holder Holder of any global such Global Security for all purposes of this under the Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global SecurityRegistered Securities, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in a Global Security shall hold such global Securityinterests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the operation of customary practices governing the exercise of the rights transfer of such interest shall be effected only through, records maintained by the Depositary (or its nominee) as Holder nominee or its Agent Members, and such owners of such global Securitybeneficial interests in a Global Security shall not be considered the owners or holders thereof.

Global Securities. With respect All of the 2023 Notes and the 2043 Notes, respectively, shall be issued initially in the form of one or more notes in registered, global form without interest coupons (collectively, the “Global Securities”). The Global Securities for each series of Notes shall be deposited on behalf of the purchasers of such Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian for the depositary, The Depository Trust Company (the “DTC”) (such depositary, or any successor thereto, being hereinafter referred to any global Securityas the “Depositary”), neither and registered in the name of its nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in the DTC (including, if applicable, Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme), duly executed by the Company and authenticated by the Trustee nor any agent shall have any responsibility for any actions taken as hereinafter provided. The aggregate principal amount of a Global Security may from time to time be increased or not taken decreased by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of adjustments made on the records of the Depositary Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures. Each Global Security shall represent such of the Outstanding Notes of such series as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes of such series from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or its nominee increased, as appropriate, to reflect exchanges or redemptions of such Notes. Any endorsement of a Global Security to reflect the amount of any participantincrease or decrease in the principal amount of Outstanding Notes represented thereby shall be made by the Securities Custodian in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian. Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have rights under this Eighth Supplemental Indenture with respect to any ownership interest Global Security held in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) name of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is or under the registered holder Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of any global the Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securitywhatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall (A) prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any the Depositary or (or its nominee), as a Holder, with respect to such global Security or shall B) impair, as between such Depositary the Depositary, its Agent Members and owners of beneficial interests in such global Securityany other Person on whose behalf an Agent Member may act, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as a Holder of such global Securityany Notes.

Global Securities. With respect If the Issuer shall establish pursuant to any global Section 2.03 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (i) represent and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (ii) be registered in the accuracy of the records name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the effect of that set forth in Section 2.01. Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to the Depositary for such series, to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of any participantsuch successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the Securities beneficially owned by the Agent Members. Any dealers, underwriters, initial purchasers or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any ownership interest in interests of Agent Members, and on the Securities or records of Agent Members, with respect to the delivery to any participant, beneficial owner or other Person (other than interests of Persons holding through Agent Members. So long as the Depositary) of any notice (including any notice of redemption) , or the payment of any amountits nominee, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of is the registered holders (which shall be the owner of a registered Global Security, that Depositary or its nominee in nominee, as the case may be, will be considered the sole owner or Holder of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished Securities represented by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Global Security for all purposes under the Indenture. Except as described in this Section 2.13, owners of this Indenture relating beneficial interests in a registered Global Security will not be entitled to such global have the Securities represented by the registered Global Security (including the payment of principalregistered in their names, premium, if any, and interest and additional amounts, if any, and the giving of instructions will not receive or directions by or be entitled to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None receive physical delivery of the Trustee nor any agent shall have any responsibility Securities in definitive form and will not be considered the owners or liability for any acts or omissions Holders of the Depositary with respect to such global SecuritySecurities under the Indenture. Accordingly, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of each Person owning a beneficial interest in such global Securitya registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, or for if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any transfers rights of beneficial interests in any such global Securitya Holder under the Indenture. Notwithstanding the foregoing, Agent Members shall have no rights hereunder with respect to any global SecurityGlobal Security held on their behalf by the Depositary, nothing herein shall prevent the Issuer, or the Trustee, or under that Global Security, and the Depositary may be treated by the Issuer or the Trustee and any agent of the Issuer or the Trustee from giving effect to any written certificationas the absolute owner of that Global Security for all purposes whatsoever. Notwithstanding the foregoing, proxy or other authorization furnished by any the Depositary (or its nominee)nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, as a Holder, with respect to such global Security or shall and nothing herein will impair, as between such the Depositary and owners of beneficial interests in such global Securityits Agent Members, the operation of customary practices governing the exercise of the rights of such a Holder of any Security. Principal and interest payments on Securities represented by a Global Security registered in the name of the Depositary (or its nominee will be made to the Depositary or its nominee) , as Holder the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. Neither the Issuer nor the Trustee shall be liable for any delay by the Depositary in identifying the beneficial owners, and may conclusively rely on, and shall be protected in relying on, instructions from the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such global condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may, subject to the procedures of the Depositary, at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for all or part of the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Agent Members or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary and shall incur no liability to any Person for any losses or damages arising as a result of any delay in receiving such instructions. The Trustee shall deliver such Securities pursuant to such instructions for delivery to the Persons in whose names such Securities are so registered.

Global Securities. With respect (a) If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, one or more Global Securities that (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary selected and approved by the Company or to a nominee of such successor Depositary." The Company and the Trustee may treat the Depositary (or its nominee) as the sole and exclusive owner of the Securities registered in its name for the purposes of payment of the principal of or interest on the Securities, giving any global Securitynotice permitted or required to be given under the Indenture, registering the transfer of Securities, obtaining any consent or other action to be taken by registered owners and for all other purposes whatsoever; and neither the Company nor the Trustee nor shall be affected by any agent shall have any responsibility for any actions taken or not taken by notice to the Depositarycontrary. Neither the Company nor the Trustee nor any agent shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities under or through the Depositary or any such participant, or any other Person which is not shown on the register as being a registered owner, with respect to either: (1) the delivery to any participant, beneficial owner Securities; or other Person (other than 2) the Depositary) accuracy of any notice records maintained by the Depositary or any such participant; or (including 3) the payment by the Depositary or any such participant of any amount in respect of the principal of or interest on the Securities; or (4) any notice of redemption) which is permitted or the payment of any amount, under or with respect to such Securities. All notices and communications required to be given to the Holders and all payments to be made to Holders registered owners under the Securities and this Indenture shall be Indenture; or (5) any consent given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished other action taken by the Depositary with respect to its members, participants and as registered owner; or (6) any beneficial owners. The Trustee and each agent shall be entitled to deal with selection by the Depositary, and any nominee thereof, that is the registered holder Depositary of any global Security for all purposes of this Indenture relating participant or other Person to such global Security (including the receive payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None redemption price of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global SecuritySecurities.

Global Securities. With If the Issuer shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security, then the Issuer shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, (ii) be registered in the name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any global interests of Agent Members, and on the records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, neither that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If, at any time, either (i) the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, or (ii) an Event of Default with respect to a series of Securities has occurred and is continuing and the Depositary for such series requests the issuance in definitive registered form of any such Securities represented by a Global Security, then this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered. Neither the Trustee nor any agent Agent Members shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Global Securities. With respect to any global Security, neither So long as the Trustee nor any agent shall have any responsibility Securities are eligible for any actions taken or not taken by book-entry settlement with the Depositary. Neither , unless otherwise required by law, all Securities shall be represented by one or more Global Securities registered in the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records name of the Depositary or its the nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee transfer and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers exchange of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Global Security, nothing herein which does not involve the issuance of a Security in certificated form, shall prevent be effected through the IssuerDepositary, in accordance with this Indenture (including restrictions on transfer set forth herein) and the procedures of the Depositary therefor. At any time at the request of the beneficial owner of an interest in Global Security to obtain a Security in certificated form, such beneficial owner shall be entitled to obtain a Security in certificated form upon written request to the Trustee in accordance with the standing instructions and procedures existing between the Trustee and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, or any agent the aggregate principal amount of the Issuer or Global Security to be reduced by the principal amount of the Security issued in certificated form upon such request to such beneficial owner and, following such reduction, the Company will execute and the Trustee from giving effect will authenticate and deliver to any written certification, proxy or other authorization furnished by any Depositary such beneficial owner (or its nominee), as ) a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests Securities in such global Security, certificated form in the operation of customary practices governing appropriate aggregate principal amount in the exercise of the rights name of such Depositary beneficial owner (or its nominee) as the Holder thereof and bearing such restrictive legends as may be required by this Indenture. Any transfer of a beneficial interest in the Global Security which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (or its nominee) of a Security or Securities in certificated form registered in the name of the transferee (or its nominee) on the books maintained by the Registrar in accordance with the transfer restrictions set forth herein. With respect to any such transfer, the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of the Global Security to be reduced by the principal amount of the respective beneficial interest in the Global Security being transferred and, following such reduction, the Company will execute and the Trustee will authenticate and make available for delivery to the transferee (or such transferee's nominee, as the case may be), a Security or Securities in certificated form (bearing such restrictive legends as may be required by this Indenture) in the appropriate aggregate principal amount in the name of such global Securitytransferee (or its nominee) as the Holder thereof may request.

Global Securities. With respect to any global SecurityThe Securities may be issued initially in ----------------- the form of one or more permanent Global Securities, neither the Trustee nor any agent which shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy be deposited on behalf of the records purchasers of the Securities represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian, and registered in the name of the Depositary or its a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, purchases or conversions of such Securities. Any endorsement of a Global Security to reflect the amount of any participantincrease or decrease in the amount of outstanding Securities represented thereby shall be made by the Securities Custodian in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be Global Security held on their behalf by the Depositary or under any Global Security, and the Depositary (including, for this purpose, its nominee in nominee) may be treated by the case Company, the Trustee and any agent of the global Security). The rights Company or the Trustee as the absolute owner and Holder of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global such Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securitywhatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall (A) prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any the Depositary or (or its nominee), as a Holder, with respect to such global Security or shall B) impair, as between such the Depositary and owners of beneficial interests in such global Securityits Agent Members, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as a Holder of such global any Security.

Global Securities. With respect to any global Security, neither Any Global Security shall be exchangeable only as provided in this paragraph. If the Trustee nor any agent shall have any responsibility depositary for any actions taken permanent Global Security is DTC, then, unless the terms of such Global Security expressly permit such Global Security to be exchanged in whole or in part for definitive Securities, a Global Security may be transferred, in whole but not taken in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security selected or approved by the DepositaryCompany or to a nominee of such successor to DTC. Neither If at any time DTC notifies the Trustee nor any agent shall have any responsibility Company that it is unwilling or obligation unable to any beneficial owner in a global Security, a participant continue as depositary for the applicable Global Security or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect if at any time DTC ceases to be a clearing agency registered under the delivery to any participantExchange Act if so required by applicable law or regulation, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or Company shall appoint a successor depositary with respect to such Global Security or Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the If (x) a successor depositary for such Global Security or Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished is not appointed by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Company within 90 days after the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to Company receives such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions notice or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder becomes aware of such global Security unwillingness, inability or ineligibility, (y) an Event of Default has occurred and shall have no obligations to the beneficial owners thereof. None is continuing or any event which after notice or lapse of the Trustee nor any agent shall have any responsibility time or liability for any acts or omissions both would be an Event of the Depositary Default with respect to such global Security or Securities, or (z) the Company, in its sole discretion, determines at any time that all Outstanding Securities (but not less than all) issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities, then the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities of like rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities. If any beneficial owner of an interest in a Global Security is otherwise entitled to exchange such interest for Securities of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 3.1 and provided that any applicable notice provided in the Global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such Global Security. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered for exchange by DTC or such other depositary as shall be specified in the records Company Order with respect thereto to the Trustee, as the Company's agent for such purpose; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 11.3 and ending at the close of business on the day of the mailing of the relevant notice of redemption. If a Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such depositaryexchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, including records or (ii) any special Record Date and the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of beneficial ownership interests such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights portion of such Depositary (or its nominee) as Holder Global Security is payable in accordance with the provisions of such global Securitythis Indenture.

Global Securities. With respect to The debt securities of any series may be represented, in whole or in part, by one or more global Security, neither securities. Each global security will: · be registered in the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner name of a depositary that we will identify in a prospectus supplement; · be deposited with the trustee as custodian for the depositary or its nominee; and · bear any required legends. No global Securitysecurity may be exchanged in whole or in part for debt securities registered in the name of any person other than the depositary or any nominee unless: · the depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be qualified to act as depositary, and in either case we fail to appoint a participant successor depositary registered as a clearing agency under the Exchange Act within 90 days of such event; · we execute and deliver to the trustee an officer’s certificate to the effect that such global securities shall be so exchangeable; or other Person · an event of default with respect to the accuracy debt securities represented by such global securities shall have occurred and be continuing. As long as the depositary, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner and holder of the records debt securities represented by the global security for all purposes under the indenture. Except in the above limited circumstances, owners of beneficial interests in a global security: · will not be entitled to have the Depositary debt securities registered in their names; · will not be entitled to physical delivery of certificated debt securities; and · will not be considered to be holders of those debt securities under the indenture. Payments on a global security will be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have laws that require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security. Institutions that have accounts with the depositary or its nominee are referred to as “participants.” Ownership of beneficial interests in a global security will be limited to participants and to persons that may hold beneficial interests through participants. The depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities represented by the global security to the accounts of its participants. Each person owning a beneficial interest in a global security must rely on the procedures of the depositary (and, if such person is not a participant, on procedures of the participant through which such person owns its interest) to exercise any rights of a holder under the indenture. Ownership of beneficial interests in a global security will be shown on and effected through records maintained by the depositary, with respect to participants’ interests, or by any participant, with respect to any ownership interest interests of persons held by participants on their behalf. Payments, transfers and exchanges relating to beneficial interests in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to a global security will be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable policies and procedures of the Depositarydepositary. The Trustee depositary policies and each agent shall be entitled procedures may change from time to rely and shall be fully protected in relying upon information furnished by time. Neither we nor the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall trustee will have any responsibility or liability for any the depositary’s acts or omissions of the Depositary or any participant’s records with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such a global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securitysecurity.

Global Securities. With respect (a) The Debentures shall be issued initially in the form of one Global Debenture, which Global Debenture shall be deposited on behalf of the subscribers for the Debentures represented thereby with Chase Manhattan Bank Ltd. Global Trust Services, as common depositary (the "Common Depositary"), for credit to any global Security, neither their respective accounts (or to such other accounts as they may direct) at Euroclear and Cedel. The principal amount of the Trustee nor any agent shall have any responsibility for any actions taken or not taken Global Debenture may be increased from time to time after the Initial Closing Date by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy means of appropriate adjustments made on the records of the Trustee or the Authenticating Agent, whereupon the Trustee or the Authenticating Agent, in accordance with the Applicable Procedures, will instruct the Common Depositary or its nominee authorized representative to make a corresponding adjustment to its records, but in no event shall the principal amount as so increased exceed U.S.$25,000,000 in the aggregate at any time. On or before the Exchange Date, the Company shall deliver to the Luxembourg Agent, at its principal office located at 69, rout x'Xxxx X-0000 Xxxxxxxxxx, or its designated agent, Definitive Debentures executed by the Company. On or after the Exchange Date, the Global Debenture shall be surrendered by the Common Depositary to the Trustee or its agent, as the Company's agent for such purpose, to be exchanged, for Definitive Debentures, without charge to Holders, and the Trustee or the Paying Agent or another Paying Agent outside the United States shall authenticate and deliver (at an office or agency outside the United States), in exchange for the Global Debenture, an equal aggregate principal amount of Definitive Debentures, as shall be specified by the beneficial owners thereof; provided, however, that upon such presentation by the Common Depositary, the Global Debenture is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of the Global Debenture held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Cedel as to the portion of the Global Debenture held for its account then to be exchanged, each to the effect hereinafter provided. The Company hereby appoints the principal office of the Luxembourg Agent in Luxembourg, or its designated agent, as its agent outside the United States where Definitive Debentures may be delivered in exchange for the Global Debenture or portions thereof. Each beneficial owner of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order portion of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent Global Debenture shall be entitled to rely and shall be fully protected in relying upon information furnished take delivery of Definitive Debentures only at such office. Notwithstanding any other provision hereof or of the Debentures, no Debenture initially represented by the Depositary Global Debenture will be mailed to or otherwise delivered in connection with respect its original issuance to its members, participants and any beneficial ownerslocation within the United States. The Trustee agrees that it will cause the Paying Agent to retain each certificate provided by Euroclear or Cedel for a period of four calendar years following the year in which the certificate is received and each agent not to destroy or otherwise dispose of any such certificate without first offering to deliver it to the Company. The certificates to be provided by Euroclear and Cedel shall be entitled substantially to deal the following effect or with such changes therein as shall be approved by the DepositaryCompany and the Placement Agents and be satisfactory to the Trustee: "CERTIFICATE 6% CONVERTIBLE DEBENTURES DUE 2002 This is to certify that, and any nominee thereof, that is based on certificates we have received from our member organizations substantially in the registered holder form set out in Section 3.4 of any global Security for all purposes of this the Indenture relating to such global Security (including the payment of principalabove-captioned Debentures, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions date hereof, U.S.$________ principal amount of the Depositary with respect to such global Security, for above-captioned Debentures acquired from KFx Inc. (the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished "Company") is owned by any Depositary persons that are not United States Persons (or its nomineeas defined below), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Global Securities. With respect If the Issuer shall establish pursuant to any global ‎Section 2.01 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, upon receipt of an Issuer Order and in accordance with ‎Section 2.04, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, (ii) be registered in the name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have any responsibility for any actions taken accounts with the Depositary or not taken Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to interests of Agent Members, and on the accuracy records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the records Securities represented by the Global Security for all purposes under the Indenture. Except as described in this ‎Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to will be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the case of the global Security). The rights of registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositaryownership interests. The Trustee and each agent shall be entitled to may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants members and any beneficial owners. If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08 and upon receipt of an Issuer Order, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer and an Issuer Order, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee and each agent shall be entitled to deal with conclusively rely on such instructions from the Depositary, and . In connection with any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of proposed exchange involving a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global certificated Security, or any exchange of a certificated Security for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuera Global Security or vice versa, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securitycertificated Security shall provide to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045.

Global Securities. With If the Corporation shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Corporation shall execute and the Trustee shall, in accordance with Section 3.3 and the Corporation Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Corporation, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Corporation that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Corporation shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Corporation within 90 days after the Corporation receives such notice or becomes aware of such ineligibility, the Corporation will execute, and the Trustee, upon receipt of a Corporation Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Corporation may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Corporation will execute, and the Trustee, upon receipt of a Corporation Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Corporation pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Corporation and such Depositary. Thereupon the Corporation shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Corporation shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Corporation and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Corporation Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Corporation Order. If a Corporation Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Corporation with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and each agent beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Corporation, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Security Global Security) and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Corporation, the Trustee, any agent Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With respect to any global Security, neither Debentures may be transferred at the Trustee nor any agent shall have any responsibility for any actions taken or not taken by option of the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect Holder thereof to the accuracy Depositary for credit to the account of the records of any Person or Persons that have accounts pursuant to a contractual arrangement with the Depositary or its nominee or (each a "Participant") at any time after the issuance of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Global Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be Thereafter, the Depositary or its nominee in shall be the case Holders of the global Security)Global Securities evidencing any Debentures so transferred, and a Participant's beneficial ownership of any such Debentures will be shown on, and the transfer of such ownership interests shall be effected only through, records maintained by the Depositary or its nominee. The rights Global Securities may be exchanged at the option of beneficial owners of the Debentures for Debentures in definitive form registered in the global Security shall be exercised only through names of Persons other than the Depositary subject or its nominee. Upon such exchange, the Company shall execute and the Trustee shall authenticate and deliver to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished Person specified by the Depositary with respect to its members, participants a new Debenture or Debentures registered in such names and any beneficial owners. The Trustee and each agent shall be entitled to deal with in such authorized dominations as the Depositary, pursuant to the instruction of the beneficial owner of the Debentures requesting the exchange, shall instruct the Trustee. Thereupon, the beneficial ownership of such Debentures shown on the records maintained by the Depositary or its nominee shall be reduced by the amounts so exchanged and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions an appropriate endorsement shall be made by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None on behalf of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions on the Global Securities. The tenth and eleventh paragraphs of Section 305 of the Depositary Basic Indenture, to the extent inconsistent with respect the provisions of this Second Supplemental Indenture, shall be inapplicable to such global Securitythe Debentures. Except as otherwise set forth in the Indenture or the Global Securities, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers owners of beneficial interests in the Debentures evidenced by the Global Securities will not be entitled to any such global Securityrights under the Indenture with respect to the Global Securities, and the Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, or any agent of the Issuer Company or the Trustee Trustee, from giving effect to any written certification, proxy or other authorization furnished by any the Depositary (or its nominee), as a Holder, with respect to such global Security nominee or shall impair, as between the Depositary or its nominee and such Depositary and owners of beneficial interests in such global Securityinterests, the operation of customary practices governing the exercise of the rights of such the Depositary (or its nominee) nominee as Holder of such global Security.any Debenture. The Depositary shall be a clearing agency registered under the Securities Exchange Act of 1934. Initially, the Global Securities shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee, as custodian for Cede & Co.

Global Securities. With respect Original Securities of any series offered and sold (1) to any global SecurityQIBs in reliance on Rule 144A or (2) to Non-U.S. Persons in reliance on Regulation S, neither in each case as provided in the Purchase Agreement, shall be issued initially in the form of one or more Global Securities in definitive, fully registered form without interest coupons and bearing the Global Security Legend and Private Placement Legend, which shall be deposited on behalf of the purchasers of the Original Securities represented thereby with the Trustee, at its Houston, Texas office, as custodian for the Depositary (or with such other custodian as the Depositary may direct), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee nor any agent shall have any responsibility for any actions taken as hereinafter provided. The aggregate principal amount of the Global Securities may from time to time be increased or not taken decreased by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of adjustments made on the records of the Trustee and the Depositary or its nominee or as hereinafter provided. Any endorsement of a Global Security to reflect the amount of any participantincrease or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be Global Security held on their behalf by the Depositary or its nominee in by the case Trustee as the custodian of the global Depositary or under such Global Security). The rights of beneficial owners in the global Security shall be exercised only through , and the Depositary subject to may be treated by the applicable procedures Company, the Trustee and any agent of the Depositary. The Company or the Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by as the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder absolute owner of any global such Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securitywhatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any the Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such the Depositary and owners of beneficial interests in such global Securityits Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of such Depositary (or its nominee) as Holder a holder of such global a beneficial interest in any Global Security.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, each agent Guarantor, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, any agent Guarantor, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With respect If the Issuer shall establish pursuant to any global SecuritySection 2.3 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.4, authenticate and deliver such Global Security or Securities, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have any responsibility for any actions taken the same terms as, the Outstanding Securities of such series to be represented by such Global Security or not taken by Securities, (ii) shall be registered in the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary." Notwithstanding any other provision of Section 2.8 or of any participantthis Section 2.13, with respect unless the terms of a Global Security expressly permit such Global Security to any ownership interest be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part, only to a nominee of the Securities Depositary, or with respect by a nominee of the Depositary to the delivery Depositary, or to a successor Depositary for such Global Security selected or approved by the Issuer or to a nominee of such successor Depositary. If at any participanttime the Depositary for a Global Security notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary for the Global Security shall no longer be eligible or in good standing under the Exchange Act, beneficial owner or other Person (other than applicable statute or regulation, the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Issuer within 20 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.3(17) hereof shall no longer be effective with respect to such Global Security and the Issuer shall execute, and the Trustee, in accordance with instructions of the Depositary, shall authenticate and deliver, individual Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. The Issuer may at any time and in its sole discretion determine that all Outstanding (but not less than all) Securities of a series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Securities. All notices In such event the Issuer shall execute, and communications to be given the Trustee, upon receipt of an Issuer Order for the authentication and delivery of individual Securities in exchange for such Global Security, shall authenticate and deliver individual Securities of like tenor and terms in definitive form in an aggregate principal amount equal to the Holders and all payments to be made to Holders under the principal amount of such Global Security or Securities and this Indenture shall be given in exchange for such Global Security or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee Securities, in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures accordance with instructions of the Depositary. The In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Securities in definitive registered form in authorized denominations. Upon the exchange of a Global Security for individual Securities, such Global Securities shall be canceled by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee and each agent shall be entitled to the Issuer and the Trustee may conclusively rely on, and shall be fully protected in relying upon information furnished by the Depositary with respect to its membersupon, participants and any beneficial ownerssuch instructions. The Trustee and each agent shall deliver such Securities to the Depositary for delivery to the persons in whose names such Securities are so registered, or if the Depositary shall refuse or be entitled unable to deal with deliver such Securities, the DepositaryTrustee shall deliver such Securities to the persons in whose names such Securities are registered, and any nominee thereof, that is unless otherwise agreed upon between the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, Trustee and the giving of instructions or directions by or to Issuer. Neither the owner or holder of a beneficial ownership interest in such global Security) as Issuer, the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee Trustee, any authenticating agent nor any paying agent shall will have any responsibility or liability for any acts or omissions aspect of the Depositary with respect to such global Securityrecords relating to, for the records of any such depositaryor payments made on account of, including records in respect of beneficial ownership interests in respect of a Global Security or for maintaining, supervising or reviewing any records relating to such global Securitybeneficial ownership interest. Pursuant to the provisions of this subsection, for any transactions between at the Depositary option of the Trustee and any participant or between or among upon 30 days' written notice to the Depositary, the Depositary shall be required to surrender any such participant and/or any holder two or owner of a beneficial more Global Securities which have identical terms, including, without limitation, identical maturities, interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect rates and redemption provisions (but which may have differing Original Issue Dates) to any global Security, nothing herein shall prevent the Issuer, the Trustee, and the Issuer shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depository, a Global Security in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Securities surrendered thereto and that shall indicate each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any agent interest payment date applicable to any of the Issuer Global Securities surrendered to the Trustee. Upon any exchange of any Global Security with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.6, the Trustee from aggregate principal amount of the Securities with a particular Original Issue Date shall be the same before and after such exchange, giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect retirement of Securities and the Original Issue Dates applicable to such global Security or shall impair, as between Securities occurring in connection with such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityexchange.

Global Securities. With respect If the Issuer shall establish pursuant to any global Section 2.03 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (i) represent, and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (ii) be registered in the accuracy of the records name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to the Depositary, to another nominee of the Depositary or to a successor Depositary or to a nominee of any participantsuch successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to the Depositary for such series, to another nominee of the Depositary for such series or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the Securities beneficially owned by the Agent Members. Any dealers, underwriters, initial purchasers or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any ownership interest in interests of Agent Members, and on the Securities or records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the delivery to any participantDepositary, beneficial or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or other Person (other than Holder of the Depositary) of any notice (including any notice of redemption) or Securities represented by the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and registered Global Security for all payments to be made to Holders purposes under the Indenture. Except as described in this Section 2.13, owners of beneficial interests in a registered Global Security will not be entitled to have the Securities and this Indenture shall represented by the registered Global Security registered in their names, will not receive or be given or made only entitled to or upon the order receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Person owning a beneficial interest in a registered holders (Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which shall be the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in the case of the global Security). The rights of beneficial owners in the global a Global Security shall be exercised only through the Depositary subject an Agent Member) to the applicable procedures of the Depositary. The Trustee and each agent shall be take any action which a Holder is entitled to rely and shall be fully protected in relying upon information furnished by take under the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Indenture or the DepositarySecurities, and any nominee thereofnothing herein will impair, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global SecurityAgent Members, the operation of customary practices governing the exercise of the rights of such a Holder of any Security. Principal and interest payments on Securities represented by a Global Security registered in the name of the Depositary (or its nominee will be made to the Depositary or its nominee) , as Holder the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such global condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may, subject to the procedures of the Depositary, at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect Agent Members or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary and shall incur no liability to any Person for any losses or damages arising as a result of any delay in receiving such instructions. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Securities. With Upon the election of the Holder after the Original Issue Date, which election need not be in writing, the Securities owned by such Holder shall be issued in the form of one or more Global Securities registered in the name of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to any global such Global Security, neither and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee nor any agent a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any responsibility event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any actions taken Global Security, then either (i) such Global Security shall be so surrendered for exchange or not taken cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary. Neither , accompanied by registration instructions, the Company shall execute and the Trustee nor shall authenticate and deliver any agent Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall have not be liable for any responsibility delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Every Security authenticated and delivered upon registration of transfer of, or obligation in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Securities distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a global Security, a participant or other Person with respect Global Security shall hold such interests pursuant to the accuracy Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of the such interest shall be effected only through, records of maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of any participant, with respect this Indenture relating to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice a Global Security (including any notice of redemption) or the payment of any amount, under principal and interest thereon and the giving of instructions or with respect to such Securities. All notices directions by owners of beneficial interests therein and communications to be given the giving of notices) as the sole Holder of the Security and shall have no obligations to the Holders and all payments to be made to Holders under owners of beneficial interests therein. Neither the Trustee nor the Securities and this Indenture Registrar shall be given or made only to or upon have any liability in respect of any transfers effected by the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security)Depositary. The rights of owners of beneficial owners interests in the global a Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to its memberssuch Global Security, participants and such Depositary may be treated by the Company, the Trustee and any beneficial owners. The agent of the Company or the Trustee and each agent shall be entitled to deal with as the Depositary, and any nominee thereof, that is the registered holder owner of any global such Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereofwhatsoever. None of the Company, the Trustee nor any agent shall of the Company or the Trustee will have any responsibility or liability for any acts or omissions aspect of the Depositary with respect records relating to such global Security, for the records of any such depositary, including records in respect or payments made on account of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securityownership interests. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any a Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such a Depositary and owners such holders of beneficial interests in such global Securityinterests, the operation of customary practices governing the exercise of the rights of such the Depositary (or its nominee) as Holder of such global any Security.

Global Securities. With respect If the Issuer shall establish pursuant to any global Section 2.01 that some or all of the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner (i) represent, and be issued in a global denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, a participant or other Person with respect to (ii) be registered in the accuracy of the records name of the Depositary or its nominee, (iii) be delivered to the Trustee as custodian for the Depositary and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of any participantsuch successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have accounts with the Depositary or Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary, with respect to any ownership interest in interests of Agent Members, and on the Securities or records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery to any participantof the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if a beneficial owner or other is not an Agent Member, such Person (other than must rely on the Depositary) procedures of the Agent Member through which the Person owns its interest, to exercise any notice (including any notice rights of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders a Holder under the Securities and this Indenture shall be given or made only to or upon Indenture. Notwithstanding the order of the registered holders (which shall be foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in the case of the global Security). The rights of beneficial owners in the global a Global Security shall be exercised only through the Depositary subject an Agent Member) to the applicable procedures of the Depositary. The Trustee and each agent shall be take any action which a Holder is entitled to rely and shall be fully protected in relying upon information furnished by take under the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with Indenture or the DepositarySecurities, and any nominee thereofnothing herein will impair, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global SecurityAgent Members, the operation of customary practices governing the exercise of the rights of such a Holder of any Security. Principal, premium, if any, and interest payments on Securities represented by a Global Security registered in the name of the Depositary (or its nominee will be made to the Depositary or its nominee) , as Holder the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests. If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such global condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. In addition, if an Event of Default with respect to the Securities of a series has occurred and is continuing and a beneficial owner of any such Security requests that its beneficial interest therein be issued as a certificated Security, the Issuer will execute and, subject to Section 2.08, the Trustee will authenticate and deliver Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series corresponding to such beneficial owner’s beneficial interest in such Global Security. Securities in definitive registered form issued in exchange for all or part of the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee shall be entitled to conclusively rely on such instructions from the Depositary. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered.

Global Securities. With If the Securities are distributed to the holders of Capital Securities, such Securities distributed in respect of Capital Securities, if any, that are held in global form by a Depositary will initially be issued as a Global Security, unless such transfer cannot be effected through book-entry settlement. If the Company shall establish that the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 303 and the Company Order, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities to be issued in the form of Global Securities and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, and (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions. Global Securities shall bear a legend substantially to the following effect: "This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. Notwithstanding the provisions of Section 305, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities may not be transferred in the manner provided in Section 305 except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Every Security delivered upon registration or transfer of, or in exchange for, or in lieu of, this Global Security shall be a Global Security subject to the foregoing, except in the limited circumstances described above. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is to be made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein." Definitive Securities issued in exchange for all or a part of a Global Security pursuant to this Section 313 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such definitive Securities to the persons in whose names such definitive Securities are so registered. At such time as all interests in Global Securities have been redeemed, repurchased or canceled, such Global Securities shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in Global Securities is exchanged for definitive Securities, redeemed, canceled or transferred to a transferee who receives definitive Securities therefor or any definitive Security is exchanged or transferred for part of Global Securities, the principal amount of such Global Securities shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be reduced or increased, as the case may be, and an endorsement shall be made on such Global Securities by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase. The Company and the Trustee may for all purposes, including the making of payments due on the Securities, deal with the Depositary as the authorized representative of the Holders for the purposes of exercising the rights of Holders hereunder. The rights of the owner of any beneficial interest in a Global Security shall be limited to those established by law and agreements between such owners and depository participants; PROVIDED, that no such agreement shall give any rights to any person against the Company or the Trustee without the written consent of the parties so affected. Multiple requests and directions from and votes of the Depositary as holder of Securities in global form with respect to any global Security, neither the Trustee nor any agent particular matter shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect be deemed inconsistent to the accuracy extent they do not represent an amount of Securities in excess of those held in the records name of the Depositary or its nominee nominee. If at any time the Depositary for any Securities represented by one or of any participant, with respect more Global Securities notifies the Company that it is unwilling or unable to any ownership interest in the continue as Depositary for such Securities or with respect to if at any time the delivery to any participantDepositary for such Securities shall no longer be eligible under this Section 313, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or Company shall appoint a successor Depositary with respect to such Securities. All notices If a successor Depositary for such Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election that such Securities be represented by one or more Global Securities shall no longer be effective and communications to be given the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities, will authenticate and make available for delivery Securities in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the Holders principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Company may at any time and all payments to be made to Holders under in its sole discretion determine that the Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities, shall authenticate and make available for delivery, Securities in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. Notwithstanding any other provisions of this Indenture shall (other than the provisions set forth in Section 314(a)), Global Securities may not be given or made only transferred as a whole except by the Depositary to or upon the order a nominee of the registered holders (which shall be the Depositary or its by a nominee in the case of the global Security)Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The rights Interests of beneficial owners in the global Global Security shall may be exercised only through transferred or exchanged for definitive Securities and definitive Securities may be transferred or exchange for Global Securities in accordance with rules of the Depositary subject to and the applicable procedures provisions of Section 315. Any Security in global form may be endorsed with or have incorporated in the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal text thereof such legends or recitals or changes not inconsistent with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes provisions of this Indenture relating as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Securities to such global Security (including be tradeable on the payment PORTAL Market or as may be required for the Securities to be tradeable on any other market developed for trading of principal, premium, if any, securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and interest and additional amounts, if any, and regulations of any securities exchange upon which the giving of instructions Securities may be listed or directions by traded or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor conform with any agent shall have any responsibility or liability for any acts or omissions of the Depositary usage with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Securitythereto, or for to indicate any transfers of beneficial interests in special limitations or restrictions to which any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityparticular Securities are subject.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, along with an Officer’s Certificate and Opinion of Counsel, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for in any of the preceding three paragraphs, the Company shall execute and the Trustee shall authenticate and deliver Securities in the form of definitive certificates in authorized denominations. In connection with any proposed transfer of a Global Security, there shall be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Upon the records exchange of the Depositary or its nominee or entire principal amount of any participant, with respect to any ownership interest a Global Security for Securities in the Securities or with respect to the delivery to any participantform of definitive certificates, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and each agent beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security) and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, the Trustee, any agent Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records relating to such beneficial ownership interests. The Trustee and each Agent are hereby authorized to act in accordance with Applicable Procedures of any such depositary, including records in respect of beneficial ownership interests in respect of Depository. Neither the Trustee nor any such global Security, Agent shall have any responsibility for any transactions between the Depositary and any participant actions taken or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished not taken by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global SecurityDepository.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Indenture Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely Indenture made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and each agent beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, the Trustee, any agent Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With respect If the Issuer shall establish pursuant to any global Section 2.01 that the Securities of a particular series are to be issued as a Global Security, neither then the Issuer shall execute and the Trustee nor any agent shall, in accordance with Section 2.04, authenticate and deliver, a Global Security that shall (i) represent, and be issued in a denomination or aggregate denominations equal to the aggregate principal amount of all the Securities to be represented by a Global Security, (ii) be registered in the name of the Depositary or its nominee, (iii) be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (iv) bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.13 of the Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” Notwithstanding the provisions of Section 2.08, the Global Security of a series may be transferred, in whole but not in part and in the manner provided in Section 2.08, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Issuer or to a nominee of such successor Depositary. Ownership of beneficial interests in a registered Global Security will be limited to Agent Members that have any responsibility for any actions taken accounts with the Depositary or not taken Persons that may hold interests through Agent Members. Upon the issuance of a registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the Agent Members’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Securities will designate the accounts to be credited. Ownership of beneficial interests in a Global Security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to interests of Agent Members, and on the accuracy records of Agent Members, with respect to interests of Persons holding through Agent Members. So long as the Depositary, or its nominee, is the registered owner of a registered Global Security, that Depositary or its nominee, as the case may be, will be considered the sole owner or Holder of the records Securities represented by the Global Security for all purposes under the Indenture. Except as described in this Section 2.13, Agent Members will not be entitled to have the Securities represented by the Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Securities in definitive form and will not be considered the owners or Holders of the Securities under the Indenture. Accordingly, each Agent Member owning a beneficial interest in a registered Global Security must rely on the procedures of the Depositary for that registered Global Security and, if that Person is not an Agent Member, on the procedures of the Agent Member through which the Person owns its interest, to exercise any rights of a Holder under the Indenture. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Security through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Securities, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. Principal and interest payments on Securities represented by a Global Security registered in the name of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to will be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee nominee, as the case may be, as the registered owner of the registered Global Security. None of the Issuer, the Trustee or any other agent of the Issuer, or any agent of the Trustee will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the case of the global Security). The rights of registered Global Security or for maintaining, supervising or reviewing any records relating to those beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositaryownership interests. The Trustee and each agent shall be entitled to may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants members and any beneficial owners. If at any time the Depositary for a series of the Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, this Section 2.13 shall no longer be applicable to the Securities of such series and the Issuer will execute, and subject to Section 2.08, the Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. In addition, the Issuer may at any time determine that the Securities of any series shall no longer be represented by a Global Security and that the provisions of this Section 2.13 shall no longer apply to the Securities of such series. In such event the Issuer will execute and subject to Section 2.08, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.13 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Issuer and the Trustee and each agent shall be entitled to deal with conclusively rely on such instructions from the Depositary, and . In connection with any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of proposed exchange involving a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global certificated Security, or any exchange of a certificated Security for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuera Global Security or vice versa, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securitycertificated Security shall provide to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045.

Global Securities. With respect Each Global Security will represent the aggregate principal amount of the then Outstanding Securities endorsed thereon and provide that it represents such aggregate principal amount of the then Outstanding Securities, which aggregate principal amount may, from time to time, be reduced or increased to reflect transfers, exchanges, conversions or purchases by the Company. Only the Trustee, or the Custodian holding such Global Security for the Depository, at the direction of the Trustee, may endorse a Global Security to reflect the amount of any global Securityincrease or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby, neither and whenever the Holder of a Global Security delivers instructions to the Trustee nor to increase or decrease the aggregate principal amount of the then Outstanding Securities represented by a Global Security in accordance with the Indenture and the Applicable Procedures, the Trustee, or the Custodian holding such Global Security for the Depository, at the ‑13‑ direction of the Trustee, will endorse such Global Security to reflect such increase or decrease in the aggregate principal amount of the then Outstanding Securities represented thereby. None of the Trustee, the Company or any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither of the Trustee nor any agent shall or the Company will have any responsibility or obligation bear any liability for any aspect of the records relating to or payments made on account of the ownership of any beneficial owner interest in a global Security, a participant Global Security or other Person with respect to maintaining, supervising or reviewing any records relating to such beneficial interest. Members of, or participants in, the accuracy of Depository (“Agent Members”) shall have no rights under the records of the Depositary or its nominee or of any participant, Indenture with respect to any ownership interest in Global Security held on their behalf by the Securities or with respect to the delivery to any participantDepository, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amountTrustee as its custodian, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities Global Security, and this Indenture shall Cede & Co. or such other person designated by the Depository as its nominee, may be given or made only to or upon treated by the order Company, the Trustee and any agent of the registered holders (which shall be Company or the Depositary or its nominee in Trustee as the case absolute owner of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Securitywhatsoever. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the IssuerCompany, the Trustee, Trustee or any agent of the Issuer Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (the Depository or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary the Depository and owners of beneficial interests in such global Securityits Agent Members, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityany Holder.

Global Securities. With respect to any We may issue debt securities through global Securitysecurities. A global security is a security, neither typically held by a depositary, that represents the Trustee nor any agent shall have any responsibility for any actions taken or not taken beneficial interests of a number of purchasers of the security. If we do issue global securities, the following procedures will apply. We will deposit global securities with the depositary identified in the prospectus supplement. After we issue a global security, the depositary will credit on its book- entry registration and transfer system the respective principal amounts of the debt securities represented by the Depositaryglobal security to the accounts of persons who have accounts with the depositary. Neither These account holders are known as “participants.” The underwriters or agents participating in the Trustee nor any agent shall have any responsibility or obligation distribution of the debt securities will designate the accounts to any beneficial owner in a global Security, be credited. Only a participant or other Person with respect to a person who holds an interest through a participant may be the accuracy beneficial owner of a global security. Ownership of beneficial interests in the global security will be shown on, and the transfer of that ownership will be effected only through, records of maintained by the Depositary depositary and its participants. We and the trustee will treat the depositary or its nominee or of any participant, with respect to any ownership interest in as the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the sole owner or holder of the debt securities represented by a global security. Except as set forth below, owners of beneficial ownership interests in a global security will not be entitled to have the debt securities represented by the global security registered in their names. They also will not receive or be entitled to receive physical delivery of the debt securities in definitive form and will not be considered the owners or holders of the debt securities. Principal, any premium and any interest payments on debt securities represented by a global security registered in such global Security) the name of a depositary or its nominee will be made to the depositary or its nominee as the sole holder registered owner of such the global Security and shall have no obligations to the beneficial owners thereofsecurity. None of us, the Trustee nor trustee or any paying agent shall will have any responsibility or liability for any acts or omissions aspect of the Depositary with respect records relating to such global Security, for the records of any such depositary, including records in respect or payments made on account of beneficial ownership interests in respect the global security or maintaining, supervising or reviewing any records relating to the beneficial ownership interests. We expect that the depositary, upon receipt of any such global Securitypayments, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest will immediately credit participants’ accounts with payments in such global Security, or for any transfers of amounts proportionate to their respective beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent principal amount of the Issuer or global security as shown on the Trustee from giving effect depositary’s records. We also expect that payments by participants to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such the global Securitysecurity will be governed by standing instructions and customary practices, as is the operation case with the securities held for the accounts of customary practices governing customers registered in “street names,” and will be the exercise responsibility of the rights participants. If the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days, we will issue registered securities in exchange for the global security. In addition, we may at any time in our sole discretion determine not to have any of such Depositary (or its nominee) as Holder the debt securities of such a series represented by global Security.securities. In that event, we will issue debt securities of that series in definitive form in exchange for the global securities. 24

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. Exhibit 4.11 Indenture If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and each agent beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, the Trustee, any agent Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With If the Company shall establish pursuant to Section 3.1 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Indenture Trustee shall, in accordance with Section 3.3 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the Depositary. Notwithstanding any other provision of this Section or of Section 3.5, except as contemplated by the provisions of this Section 2.3 below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 3.5, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Security or if at any time the Depositary for the Securities for such series shall no longer be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to any global such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities of such series in the form of definitive certificates in exchange for such Global Security, neither will authenticate and deliver Securities of such series in the Trustee nor any agent shall have any responsibility form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for any actions taken such Global Security. Such Securities will be issued to and registered in the name of such Person or not taken Persons as are specified by the Depositary. Neither The Company may at any time and in its sole discretion determine that the Trustee nor Securities of any agent series issued or issuable in the form of one or more Global Securities shall have no longer be represented by such Global Security or Securities. In any responsibility such event the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of Securities in the form of definitive certificates in exchange in whole or obligation to any beneficial owner in a global part for such Global Security, a participant will authenticate and deliver without service charge to each Person specified by the Depositary Securities in the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of such Global Security representing such series, or other Person the aggregate principal amount of such Global Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to Securities issued or issuable in the accuracy form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (A) to each Person specified by such Depositary a new Security or Securities of the records same series of the Depositary or its nominee or of like tenor and terms and any participant, with respect authorized denomination as requested by such Person in aggregate principal amount equal to any ownership and in exchange for such Person’s beneficial interest in the Securities or with respect Global Security and (B) to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the delivery to any participantdifference, beneficial owner or other Person (other than if any, between the Depositary) principal amount of any notice (including any notice the surrendered Global Security and the aggregate principal amount of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made Securities delivered to Holders under the Securities and this Indenture shall be given or made only to or upon the order thereof. In any exchange provided for in any of the registered holders (which preceding three paragraphs, the Company shall be execute and the Depositary or its nominee Trustee shall authenticate and deliver Securities in the case form of definitive certificates in authorized denominations. Upon the exchange of the global Security). The rights entire principal amount of beneficial owners a Global Security for Securities in the global form of definitive certificates, such Global Security shall be exercised only through canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Securities issued in exchange for a Global Security pursuant to this Section 2.3 shall be registered in such names and in such authorized denominations as the Depositary subject for such Global Security, acting pursuant to Indenture instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Securities to the applicable procedures Persons in whose names the Securities are so to be registered. Any endorsement of a Global Security to reflect the Depositary. The Trustee and each agent principal amount thereof, or any increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding Securities represented thereby shall be entitled to rely made in such manner and by such Person or Persons as shall be fully protected specified in relying upon information furnished by or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to its memberssuch Global Security or in the Company Order delivered or to be delivered pursuant to Section 3.3 or Section 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, participants if applicable, Section 3.4, the Trustee shall deliver and redeliver any beneficial ownerssuch Global Security in the manner and upon instructions given by the Person or Persons specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section 3.3 or Section 3.4 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel. The Trustee Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture; and each agent beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global Security such Depositary for all purposes of this Indenture relating to such global Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, any Additional Amounts with respect to such Global Security and the giving of instructions or directions by or to the owner or holder beneficial owners of a beneficial ownership interest in such global Security) Global Security as the sole holder Holder of such global Global Security and shall have no obligations to the beneficial owners thereofthereof (including any direct or indirect participants in such Depositary). None of the Trustee nor Company, the Trustee, any agent Paying Agent or the Security Registrar shall have any responsibility or liability for any acts aspect of the records relating to or omissions payments made on account of beneficial ownership interests of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of, the Depositary with respect to such global SecurityGlobal Security or for maintaining, for the supervising or reviewing any records of any relating to such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securityinterests.

Global Securities. With respect to If any global SecuritySecurities of a series, neither in whole or in part, are issuable as one or more Global Securities, as specified as contemplated by Section 2.03(b), then, notwithstanding clause (9) of Section 2.03(b) and the provisions of Section 2.05, any such Global Security shall represent such of the Securities Outstanding as shall be specified therein or endorsed or notated by the Trustee nor or the Security Registrar (if other than the Trustee) thereon or on a schedule thereto, and any agent such Global Security may provide that it shall have any responsibility for any actions taken represent the aggregate amount of Securities Outstanding from time to time specified therein or not taken endorsed or notated by the DepositaryTrustee or the Security Registrar (if other than the Trustee) thereon or on a schedule thereto and that the aggregate amount of Securities Outstanding represented thereby may from time to time be increased or reduced to reflect any exchanges, transfers, redemptions, repayments or other increases or decreases in the amount of Securities Outstanding represented thereby, which increase or decrease may be endorsed or notated on such Global Security or on a schedule thereto. Neither Any endorsement or notation on a Global Security or on a schedule to a Global Security to reflect the amount, or any increase or decrease in the amount, of Securities Outstanding represented thereby shall be made by the Trustee nor or the Security Registrar (if other than the Trustee) in such manner and upon instructions given by such Person or Persons as shall be specified in such Global Security or in the Company Order to be delivered to the Trustee pursuant to Section 2.06 or Section 2.08. Subject to the provisions of Section 2.06 and, if applicable, Section 2.08, the Trustee or the Security Registrar (if other than the Trustee) shall deliver and redeliver any agent shall have Global Security in the manner and upon instructions given by the Person or Persons specified in such Global Security or in the applicable Company Order. If a Company Order pursuant to Section 2.06 or Section 2.08 has been, or simultaneously is, delivered, any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person instructions by the Company with respect to the accuracy an endorsement or notation on a schedule to or delivery or redelivery of a Global Security shall be in writing but need not be represented by a Company Order and need not be accompanied by an Opinion of Counsel. The provisions of the records last sentence of the Depositary or its nominee or of any participant, with respect Section 2.02(a) shall apply to any ownership interest in Securities issuable as one or more Global Securities if such Global Security or Securities were never issued and sold by the Securities or with respect Company and the Company delivers to the delivery to any participant, beneficial owner Trustee or other Person the Security Registrar (if other than the DepositaryTrustee) the Global Security or Securities together with written instructions (which need not be represented by a Company Order and need not be accompanied by an Opinion of any notice (including any notice of redemptionCounsel) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given regard to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee reduction in the case principal amount of Securities represented thereby, together with the global Security). The rights of beneficial owners in the global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished written statement contemplated by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder last sentence of any global Security for all purposes of this Indenture relating to such global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such global Security) as the sole holder of such global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Security, or for any transfers of beneficial interests in any such global Security. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nomineeSection 2.02(a), as a Holder, with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Security.

Global Securities. With respect to any global Security, neither the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the Depositary. Neither the Trustee nor any agent shall have any responsibility or obligation to any beneficial owner in a global Security, a participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, Each Global Security authenticated under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon registered in the order name of the registered holders (which shall be the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or its a nominee in the case of the global Security). The rights of beneficial owners in the global thereof or custodian therefor, and each such Global Security shall be exercised only through the Depositary subject to the applicable procedures of the Depositary. The Trustee and each agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any global constitute a single Security for all purposes of this Indenture relating to such global Indenture. Notwithstanding any other provision in this Indenture, no Global Security (including the payment of principal, premium, if anymay be exchanged in whole or in part for Securities registered, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder no transfer of a beneficial ownership interest Global Security in whole or part may be made or registered, in the name of any Person other than the Depositary for such global SecurityGlobal Security or a nominee thereof unless (A) such Depositary (i) has notified the Company or the Guarantor that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the sole holder of such global Security and Exchange Act, (B) there shall have no obligations to the beneficial owners thereof. None occurred and be continuing an Event of the Trustee nor any agent shall have any responsibility or liability for any acts or omissions of the Depositary Default with respect to such global Global Security, for (C) the records Company or the Guarantor in either of any such depositary, including records in respect of beneficial ownership interests in respect of any such global Security, for any transactions between their sole discretion shall have notified the Depositary and any participant or between or among by Company Order that the DepositaryGlobal Securities shall be exchanged for such Securities, any such participant and/or any holder or (D) a request for certificates has been made by the owner of a beneficial interest in such global Global Security upon at least 60 days’ prior written notice given to the Trustee in accordance with the customary procedures of the Depositary for such Global Security and a copy of such notice has been received by the Company or the Guarantor from the Trustee or (E) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Any Global Security exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to clause (B), (C), (D) or (E) above may be exchanged in whole or from time to time in part as directed by the Depositary for such Global Security. Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only in the name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer thereof other than such a transfer may be registered. Nothing in this Section 305(c) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Security effected in accordance with this Section 305. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or for any transfers a nominee thereof. Until the termination of beneficial the Restricted Period with respect to Securities of a series, interests in any Regulation S Global Security of such global Security. Notwithstanding the foregoingseries may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream; provided, with respect to any global Securityhowever, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or that the Trustee from giving effect shall have no responsibility to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, determine compliance with respect to such global Security or shall impair, as between such Depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such global Securitythis requirement.