Common use of Temporary Securities Clause in Contracts

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denominations, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the form case of one or more temporary Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged as otherwise provided herein or as otherwise provided in substantially the same manneror pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; PROVIDED, HOWEVER, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorPROVIDED FURTHER that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, the following provisions of this Section 304(b) shall govern the exchange of temporary Securities other than through the facilities of The Depository Trust Company. If any such temporary Security is issued in global form, then such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depository or common depository (the "Common Depository"), for the benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date, such temporary Global Security shall be surrendered by the Common Depository to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; PROVIDED, HOWEVER, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depository, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security 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 such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and PROVIDED FURTHER that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security for a definitive only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be endorsed exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary Global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to reflect this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the reduction respective accounts of Persons who are the principal amount evidenced thereby, whereupon the principal amount beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit B-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be reduced for all purposes by returned to the amount so exchanged and endorsedTrustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form issued and with such appropriate insertions, omissions, substitutions and other variations as the officers officer executing such Securities may determinedetermine (but which do not affect the rights, duties or immunities of the Trustee), as evidenced conclusively evidenced by their his or her execution of such Securities. Any such Such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issuedglobal form. (b) If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such seriesSecurities, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities at the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenorhaving the same Original Issue Date and Stated Maturity and having the same terms as such temporary Securities. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such seriesSecurities. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by an officer of the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 3.4 or Section 3.063.6, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issuedglobal form. (b) If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Subsection 304(c) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, that, no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c1) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Subsection 304(c) shall govern the exchange of a portion temporary Securities issued in global form. (2) If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). (3) Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security and upon receipt of the Company Order described in Section 303, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. (4) Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. (5) Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this clause (5) of Subsection 304(c) shall satisfy the certification requirements of clauses (3) and (4) of this Subsection 304(c) and of Subsection 303(c) of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this clause (5) of Subsection 304(c), no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee Trustees, or either of them, shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the either Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.03. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . Without unnecessary delay but in any exchange of a portion of a temporary Global Security for a definitive Global Security event not later than the date specified in, or for the Individual Securities represented thereby determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the Trustees definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global Security shall be reduced for all purposes global Security, executed by the amount so Company. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and endorsedof like tenor authenticated and delivered hereunder.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order Order, the Trustee Trustees, or either of them, shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Notwithstanding that procedure, Canadian Securities issued in temporary form must be returned to the Canadian Trustee for cancellation. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the either Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.03. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the office of a portion of a temporary Global Security depositary or common depositary (the “Common Depositary”) or the Depositary, as applicable, for a definitive Global Security or for credit to the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction respective accounts of the principal amount evidenced thereby, whereupon the principal amount beneficial owners of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsedSecurities (or to such other accounts as they may direct).

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; PROVIDED, HOWEVER, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorPROVIDED FURTHER that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; PROVIDED, HOWEVER, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and PROVIDED FURTHER that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed photocopied or otherwise reproduced, in any authorized denominations, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company Issuer and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of the Company Issuer in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may executeexecute and the Trustee shall, and upon Company Order the Trustee shall Order, authenticate and delivermake available for delivery, temporary Securities that are of such series (typewritten, printed, lithographed, typewritten, mimeographed lithographed or otherwise reproducedproduced). Such temporary Securities, in any authorized denominations, shall be substantially of in the tenor form of the definitive Securities in lieu of which they are issued, in registered form and or, if authorized, in bearer form with one or more or without coupons, in the form approved from time to time by or pursuant to a Board Resolution but with such appropriate omissions, insertions, omissions, substitutions and other variations as may be appropriate for temporary Securities, all as may be determined by the officers executing such Securities may determineCompany, but not inconsistent with the terms of this Indenture or any provision of applicable law. In the case of any series issuable as conclusively evidenced by their execution of such Bearer Securities. Any , such temporary Security Securities shall be delivered only in compliance with the conditions set forth in Section 2.06 and may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerexchanged as hereinafter provided), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 4.02 in a Place of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the Holderholder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations; provided, that, except as otherwise expressly provided by the Company as contemplated in Section 2.07(b), no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further, however, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 2.06. Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security of a series (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities of that series, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date such temporary Global Security shall be presented and surrendered by the U.S. Depositary to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of such series without charge, and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such temporary Global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, tenor as the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security to be exchanged. Every temporary Security shall be reduced for all purposes executed by the amount so exchanged Company and endorsedshall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenordenominations. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . All Outstanding temporary Securities of any exchange of a portion of a temporary Global Security for a series shall in all respects be entitled to the same benefits under this Indenture as definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount same series and of such temporary Global Security shall be reduced for all purposes by the amount so exchanged like tenor authenticated and endorseddelivered hereunder.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenordenominations. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . All Outstanding temporary Securities of any exchange of a portion of a temporary Global Security for a series shall in all respects be entitled to the same benefits under this Indenture as definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount same series and of such temporary Global Security shall be reduced for all purposes by the amount so exchanged like tenor authenticated and endorseddelivered hereunder.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of The Depository Trust Company. If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of The Depository Trust Company. If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided as contemplated in Section 301, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depository or common depository (the "Common Depository"), for the Individual Securities represented thereby benefit of Euroclear and CEDEL. Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in an aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depository to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of or within the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depository, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security, if any, held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security, if any, held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear or CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear or CEDEL on such Interest Payment Date upon delivery by Euroclear or CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear or CEDEL and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or coupons may determine, as conclusively evidenced by their execution of such SecuritiesSecurities or coupons, as the case may be. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee Trustee, upon receipt of a written instruction, shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor of authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed deliver to the Trustee definitive Securities of the same series executed by the Trustee to reflect the reduction of the Company, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof, provided that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided, however, that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee or the applicable Paying Agent of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee or the applicable Paying Agent immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with (but otherwise subject to) Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Partnership may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the form case of one or more temporary Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged as otherwise provided herein or as otherwise provided in substantially the same manneror pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company Partnership will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Partnership in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, the following provisions of this Section 304(b) shall govern the exchange of temporary Securities other than through the facilities of The Depository Trust Company. If any such temporary Security is issued in global form, then such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depository or common depository (the "Common Depository"), for the benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Exchange Date"), the Partnership shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Partnership. On or after the Exchange Date, such temporary Global Security shall be surrendered by the Common Depository to the Trustee, as the Partnership's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depository, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security 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 such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security for a definitive only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be endorsed exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary Global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to reflect this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the reduction respective accounts of Persons who are the principal amount evidenced thereby, whereupon the principal amount beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit B-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be reduced for all purposes by returned to the amount so exchanged and endorsedTrustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Partnership.

Temporary Securities. (a) Pending the preparation of definitive Securities of for any series, the Company Issuer may execute, execute and upon Company Order the Trustee shall authenticate and deliver, deliver temporary Securities that are for such series (printed, lithographed, typewritten, mimeographed typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable in any authorized denominationsdenomination, and substantially of in the tenor form of the definitive Securities of such series in lieu of which they are issued, in registered form and issued but with such appropriate insertions, omissions, substitutions insertions and other variations as may be appropriate for temporary securities all as may be determined by the officers executing such Issuer with the concurrence of the Trustee. Temporary Securities may determine, contain such reference to any provisions of this Indenture as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such seriesappropriate. Every such temporary Security shall be executed by the Company Issuer and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same like effect, as the definitive Security Securities. Temporary Securities may be issued as Registered Securities or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issuedUnregistered Securities, with or without one or more Coupons attached. Without unreasonable delay the Company will cause Issuer shall execute and shall furnish definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the and thereupon temporary Securities of such series shall may be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of the Company surrendered in a Place of Payment for such series, exchange therefor without charge to a Holder at the Holder. Upon surrender for cancellation Corporate Trust Office of any one or more the Trustee or, in the case of temporary Securities issued in respect of Unregistered Securities of any series, at the Company shall execute Corporate Trust Office of the Trustee located in a city specified elsewhere in this Indenture or pursuant to Section 3.1, and the Trustee shall authenticate and deliver in exchange therefor a like for such temporary Securities an equal aggregate principal amount of definitive Securities of the same series with appropriate Coupons, if any, attached. Such exchange shall be made by the Issuer at its own expense and without any charge therefor to a Holder except that in case of authorized denominations and any such exchange involving any registration of like tenortransfer the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such seriesseries authenticated and delivered hereunder. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenordenominations. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . All Outstanding temporary Securities of any exchange of a portion of a temporary Global Security for a series shall in all respects be entitled to the same benefits under this Indenture as definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount same series and of such temporary Global Security shall be reduced for all purposes by the amount so exchanged like tenor authenticated and endorseddelivered hereunder.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed mimeographed, photocopied or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security Securities may be in the form of one or more Global Securitiesglobal form, representing all or a portion such of the Outstanding Securities of such series. Every such temporary Security series as shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) specified therein. If temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and (in accordance with a Company Order delivered at or prior to the authentication of the first definitive Security of such series) the Trustee shall authenticate and deliver in exchange therefor a like principal amount of one or more definitive Securities of the same series series, of any authorized denominations and of like tenortenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a series and tenor. Any temporary Global Security for a definitive and any permanent Global Security shall, unless otherwise provided therein, be delivered to DTC or for the Individual Securities represented thereby another Depositary designated pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed3.01.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issuedglobal form. (b) If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Subsection 304(c) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided , that, no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c1) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Subsection 304(c) shall govern the exchange of a portion temporary Securities issued in global form. (2) If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). (3) Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security and upon receipt of the Company Order described in Section 303, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided , that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. (4) Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. (5) Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this clause (5) of Subsection 304(c) shall satisfy the certification requirements of clauses (3) and (4) of this Subsection 304(c) and of Subsection 303(c) of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this clause (5) of Subsection 304(c), no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form form, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenordenominations. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any seriesSeries, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of any Series issuable as Unregistered Securities, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series Series are issued, the Company will cause definitive Securities of such series that Series to be prepared without unreasonable delay. After the preparation of definitive Securities of such seriesSeries, the temporary Securities of such series Series shall be exchangeable for definitive Securities of such series Series upon surrender of such the temporary Securities of such Series at the office or agency of the Company in a Place maintained pursuant to Section 3.2 for the purpose of Payment for exchanges of Securities of such seriesSeries, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, Series (accompanied by any unmatured coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like aggregate principal amount of definitive Securities of the same series of authorized denominations Series and of like tenortenor of authorized denominations; provided, however, that no definitive Unregistered Security shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Unregistered Security shall be delivered in exchange for a temporary Unregistered Security only in compliance with the conditions set forth in Section 2.4. Until so exchanged, the If temporary Securities of any series shall Series are issued in all respects global form, any such temporary global Security shall, unless otherwise provided therein, be entitled delivered to the same benefits under this Indenture as definitive Securities London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euro-clear and CEDEL S.A., for credit to the respective accounts of the beneficial owners of such seriesSecurities (or to such other accounts as they may direct). (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304 (b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of a temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon receipt of a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons and in all cases with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company, executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor and evidencing the same Indebtedness; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.3. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London, England office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual Securities represented thereby pursuant benefit of Euroclear and Clearstream, for credit to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction respective accounts of the principal amount evidenced thereby, whereupon the principal amount beneficial owners of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsedSecurities (or to such other accounts as they may direct).

Temporary Securities. (a) Pending the preparation of definitive Securities of any particular series, the Company may execute, and upon Company Order the Trustee for the Securities of such series shall authenticate and deliver, deliver temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issuedissued and having endorsed thereon a Guarantee executed by the Guarantor of the tenor of the definitive Guarantee, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers officer executing such Securities may determine, as conclusively evidenced by their his or her execution of such Securities. Any such temporary Security may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, series the Company shall execute and the Trustee for the Securities of such series shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenorhaving endorsed thereon the Guarantee by the Guarantor. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee Trustees, or either of them, shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Notwithstanding that procedure, Canadian Securities issued in temporary form must be returned to the Canadian Trustee for cancellation. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the either Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.03. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”) or the Depositary, as applicable, for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the Trustees definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustees, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and either Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.01, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 3.01); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 3.03. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear and Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear and Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 3.01), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustees, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear and Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.01, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustees of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 3.01), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear and Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 3.01). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 3.03 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustees immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 10.03.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the same tenor of as the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the directors or officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Bearer Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 3.04(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.03. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 3.04(b) shall govern the exchange of a portion temporary Bearer Securities issued in global form. If Bearer temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depository or common depository (the “Common Depository”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Bearer Security of a series (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction definitive Securities of the such series, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Bearer Security, executed by the Company. On or after the Exchange Date, such temporary global Bearer Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities of such series without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Bearer Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Bearer Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Bearer Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.01, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged, and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 3.01; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 3.03. Unless otherwise specified in such temporary global Bearer Security, the interest of a beneficial owner of Securities of a series in a temporary global Bearer Security shall be exchanged for definitive Securities of the same series and endorsedof like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 3.01), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities, and each Paying Agent. Unless otherwise specified in such temporary global Bearer Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Bearer Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Bearer Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.01, interest payable on a temporary global Bearer Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 3.01), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 3.01). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 3.04(b) and of the third paragraph of Section 3.03 and the interests of the Persons who are the beneficial owners of the temporary global Bearer Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal, premium, if any, or interest, if any, owing with respect to a beneficial interest in a temporary global Bearer Security will be made unless and until such interest in such temporary global Bearer Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 10.03.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may executeexecute and the Trustee shall, and upon Company Order the Trustee shall Order, authenticate and delivermake available for delivery, temporary Securities that are of such series (typewritten, printed, lithographed, typewritten, mimeographed lithographed or otherwise reproducedproduced). Such temporary Securities, in any authorized denominations, shall be substantially of in the tenor form of the definitive Securities in lieu of which they are issued, in registered form and or, if authorized, in bearer form with one or more or without coupons, in the form approved from time to time by or pursuant to a Board Resolution but with such appropriate omissions, insertions, omissions, substitutions and other variations as may be appropriate for temporary Securities, all as may be determined by the officers executing such Securities may determineCompany, but not inconsistent with the terms of this Indenture or any provision of applicable law. In the case of any series issuable as conclusively evidenced by their execution of such Bearer Securities. Any , such temporary Security Securities shall be delivered only in compliance with the conditions set forth in Section 2.06 and may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerexchanged as hereinafter provided), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 4.02 in a Place of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the Holderholder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations; provided, that, except as otherwise expressly provided by the Company as contemplated in Section 2.07(b), no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further, however, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 2.06. Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security of a series (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities of that series, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be presented and surrendered by the U.S. Depositary to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of such series without charge, and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such temporary global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, tenor as the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities portion of such series. (c) Upon any exchange of a portion of a temporary Global global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the be exchanged. Every temporary Global Security shall be endorsed executed by the Company and be authenticated by the Trustee to reflect upon the reduction of same conditions and in substantially the principal amount evidenced therebysame manner, whereupon and with like effect, as the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorseddefinitive Securities.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the form case of one or more temporary Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged as otherwise provided herein or as otherwise provided in substantially the same manneror pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.3. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, the following provisions of this Section 3.4 shall govern the exchange of temporary Securities other than through the facilities of The Depository Trust Company ("DTC"). If any such temporary Security is issued in global form, then such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date, such temporary Global Security shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.1, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security 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 such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture or in such other form as may be established pursuant to Section 3.1; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security for a definitive only in compliance with the requirements of Section 3.3. (c) Unless otherwise specified in such temporary Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be endorsed exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 3.1), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to the delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects been entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.1, interest payable on a temporary Global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to reflect this Indenture (for in such other forms as may be established pursuant to Section 3.1), for credit without further interest on or after such Interest Payment Date to the reduction respective accounts of Persons who are the principal amount evidenced thereby, whereupon the principal amount beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other forms as may be established pursuant to Section 3.1). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs and of the third paragraph of Section 3.3 and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be reduced for all purposes by returned to the amount so exchanged and endorsedTrustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided as contemplated in Section 301, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depository or common depository (the "Common Depository"), for the Individual Securities represented thereby benefit of Euroclear and CEDEL. Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in an aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depository to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of or within the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depository, such temporary global Security, if any, is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security, if any, held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear or CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear or CEDEL on such Interest Payment Date upon delivery by Euroclear or CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear or CEDEL and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a1) Pending the preparation of definitive Securities of any series, the Company may execute, and upon receipt of a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons and in all cases with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company, executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issuedglobal form. (b2) If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor and evidencing the same Indebtedness; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.3. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c3) Upon If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London, England office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). (4) Without unnecessary delay, but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security and evidencing the same Indebtedness, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor and evidencing the same Indebtedness as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.1, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Schedule C to this Indenture (or in such other form as may be established pursuant to Section 3.1); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 3.3. (5) Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor and evidencing the same Indebtedness following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Schedule B to this Indenture (or in such other form as may be established pursuant to Section 3.1), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States and Canada. (6) Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor and evidencing the same Indebtedness authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.1, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Schedule C to this Indenture (or in such other form as may be established pursuant to Section 3.1), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Schedule B to this Indenture (or in such other form as may be established pursuant to Section 3.1). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 3.3 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and evidencing the same Indebtedness on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee no later than one month prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 10.3.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company or the Guarantor (if the Securities are Guaranteed Securities) may execute, and upon Company Order or Guarantor Order, as the case may be, the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form form, and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in the form of one global form. If temporary Securities for some or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company or the Guarantor (if the Securities are Guaranteed Securities) will cause definitive Securities of representing such series Securities to be prepared without unreasonable delay. After the preparation of such definitive Securities of such seriesSecurities, the temporary Securities of such series shall be exchangeable for such definitive Securities of such series like tenor upon surrender of such the temporary Securities at the office or agency of the Company in a Place or the Guarantor, as the case may be, designated as such pursuant to Section 4.5 for the purpose of Payment for exchanges of Securities of such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, series the Company or the Guarantor, as the case may be, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount Principal Amount of definitive Securities of the same series of authorized denominations and of like tenortenor of authorized denominations. Until so exchangedexchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive permanent Securities of such seriesthe same series and of like tenor authenticated and delivered hereunder. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of Until definitive Registered Securities of any seriesSeries are ready for delivery, the Company may execute, prepare and upon Company Order execute and the Trustee shall authenticate and deliver, temporary Registered Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denominations, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such SecuritiesSeries. Any such temporary Security may Temporary Registered Securities of any Series shall be substantially in the form of one or more Global Securities, representing all or a portion of the Outstanding definitive Registered Securities of such seriesSeries but may have variations that the Company considers appropriate for temporary Securities. Every such temporary Registered Security shall be executed by the Company and authenticated by the Trustee, and registered by the Registrar, upon the same conditions, and with like effect, as a definitive Registered Security. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Registered Securities of the same Series and date of maturity in exchange for temporary Registered Securities. (b) Until definitive Unregistered Securities of any Series are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate one or more temporary Unregistered Securities, which may have coupons attached or which may be in the form of a single temporary global Unregistered Security of that Series. The temporary Unregistered Security or Securities of any Series shall be substantially in the form of definitive Unregistered Securities of such Series but may have variations that the Company considers appropriate for temporary Securities and shall be delivered to one of the Paying Agents located outside the United States and its possessions or to such other person or persons as the Company shall direct against such certification as the Company may from time to time prescribe. The temporary Unregistered Security or Securities of a Series shall be executed by the Company and authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerconditions, and with the same like effect, as a definitive Unregistered Security of such Series, except as provided herein or in the definitive Company Order, Board Resolution or supplemental indenture relating thereto. A temporary Unregistered Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Unregistered Securities at the office or agency of time and on the Company conditions, if any, specified in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Security. Upon any exchange of a portion part of a temporary Global Unregistered Security of a Series for a definitive Global Security or for the Individual Unregistered Securities represented thereby pursuant to this Section 3.04 or Section 3.06of such Series, the temporary Global Unregistered Security shall be endorsed by the Trustee or an authenticating agent for the Trustee to reflect the reduction of the its principal amount evidenced thereby, whereupon by an amount equal to the aggregate principal amount of the definitive Unregistered Securities of such temporary Global Security shall be reduced for all purposes by the amount Series so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuer may execute, and any Guarantor may execute any Guarantee thereon, and upon Company Order the Trustee shall authenticate and deliverdeliver (or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, the Security Registrar shall authenticate and deliver and shall instruct the Common Safekeeper to effectuate the temporary Securities and such temporary Securities shall have been effectuated by the Common Safekeeper), temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Issuer in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company Issuer shall execute and the Trustee shall authenticate and deliver (or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, the Security Registrar shall authenticate and deliver and shall instruct the Common Safekeeper to effectuate the such Securities and such Securities shall have been effectuated by the Common Safekeeper) in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenoreach Guarantor shall execute a Guarantee thereof (or notation thereof), if applicable; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct) or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, be delivered to the Common Safekeeper for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Issuer shall be endorsed by deliver to the Trustee or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, to reflect the reduction of the Security Registrar definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Issuer. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, to the Security Registrar, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, the Security Registrar shall authenticate and deliver and shall instruct the Common Safekeeper to effectuate, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301); provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303; and provided further that in the case of temporary Securities issued in global form under the New Safekeeping Structure, the definitive Securities to be delivered in exchange for any such temporary global Security shall be in permanent global registered form only. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, by the Common Safekeeper to the Security Registrar of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, to the Common Safekeeper a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream or, in the case of temporary Securities issued in global form under the New Safekeeping Structure, the Common Safekeeper, and not paid as herein provided shall be returned to the Trustee or the Security Registrar, as applicable, immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Issuer in accordance with (but otherwise subject to) Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the form case of one or more Global Securities, representing all or a portion of the Outstanding temporary Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged as otherwise provided herein or as otherwise provided in substantially the same manneror pursuant to a Board Resolution or supplemental indenture), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; PROVIDED, HOWEVER, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorPROVIDED FURTHER that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.3. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any . Unless otherwise provided in or pursuant to a Board Resolution, the following provisions of this Section 3.4 shall govern the exchange of a portion temporary Securities other than through the facilities of a The Depository Trust Company ("DTC"). If any such temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06is issued in global form, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of then such temporary Global Security shall shall, unless otherwise provided therein, be reduced delivered to the London office of a depositary or common depositary (the "Common Depositary"), for all purposes by the amount so exchanged benefit of Euroclear and endorsedCEDEL, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuers may execute, and upon Company Issuers’ Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determinedetermine (but which do not affect the rights, duties or immunities of the Trustee), as evidenced conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issuedglobal form. (b) If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company Issuers will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Issuers maintained pursuant to Section 10.02 in a Place of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company Issuers shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor or authorized denominations. (c) Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Issuers shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Issuers. On or after the Exchange Date such temporary global Security shall be surrendered by the common depositary for the benefit of Euroclear and Clearstream, Luxembourg (the “Common Depositary”) to the Trustee, as the Issuers’ agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor as the portion of such temporary global Security to be exchanged. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as The definitive Securities of to be delivered in exchange for any such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global global Security shall be endorsed in bearer form, registered form, definitive global form or any combination thereof, as specified as contemplated by Section 2.02, and, if any combination thereof is so specified, as requested by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsedbeneficial owner thereof.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Issuer in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in this Indenture. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of The Depository Trust Company ("DTC"). If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay, but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Issuer shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Issuer. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Issuer's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities for such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Issuer. (c) Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(c) shall govern the exchange of temporary Securities issued in global form through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary global security shall, unless otherwise provided therein, be delivered to DTC for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay, but in any event not later than the Exchange Date, the Issuer shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Issuer. On or after the Exchange Date, such temporary global Security shall be surrendered by DTC to the Trustee, as the Issuer's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in registered form or permanent global registered form, or any combination thereof, as specified and as contemplated by Section 301, and, if any combination thereof is so specified as requested by the beneficial owner thereof. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs DTC to request such exchange on his behalf. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities for such series occurring prior to the applicable Exchange Date shall be payable to DTC on such Interest Payment Date, for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuer and the Guarantor may execute, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities that Securities, including Guarantees, which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Issuer in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenordenominations. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Issuer shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Issuer. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be registered form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Issuer.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon an Order of the Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Bearer Securities of any series, such temporary Security Securities may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding outstanding Bearer Securities of such series. Every such Except in the case of temporary Security Securities in global form, which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions thereof, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor (at an office or agency of the Company in the case of Bearer Securities) a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided, further, that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless the Trustee shall have received from the Person entitled to receive the definitive Bearer Security a certificate in the form required by Section 311. Until so exchanged, the temporary Securities of any series series, including temporary Securities in global form, shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any seriesSecurities, the Company may executeexecute and deliver to the Trustee and, and upon Company Order Order, the Trustee shall authenticate and deliver, in the manner provided in Section 3.03, temporary Securities that in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such form. Such temporary Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in global form. Except in the form case of one or more temporary Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions thereof, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will shall cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such series, the temporary Securities of such series shall be exchangeable for such definitive Securities of such series upon surrender of such temporary Securities at the office an Office or agency of the Company in a Place of Payment Agency for such seriesSecurities, without charge to the Holderany Holder thereof. Upon surrender for cancellation of any one or more temporary Securities of any seriesSecurities, the Company shall execute execute, the Guarantor shall endorse the Guarantee on, and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series of authorized denominations and of like tenorcontaining identical terms and provisions. Until Unless otherwise provided in or pursuant to this Indenture with respect to a temporary Global Security, until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as conclusively the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with (but otherwise subject to) Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the form case of one or more Global Securities, representing all or a portion of the Outstanding temporary Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged as otherwise provided herein or as otherwise provided in substantially the same manneror pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any . Unless otherwise provided in or pursuant to a Board Resolution, the following provisions of this Section 304 shall govern the exchange of temporary Securities other than through the facilities of The Depository Trust Company ("DTC"). If any such temporary Security is issued in global form, then such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date, such temporary Global Security shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global security 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 such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security for a definitive only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be endorsed exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary Global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to reflect this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the reduction respective accounts of Persons who are the principal amount evidenced thereby, whereupon the principal amount beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs and of the third paragraph or Section 303 and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be reduced for all purposes by returned to the amount so exchanged and endorsedTrustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may executeexecute and deliver to the Trustee, and upon Company Order the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities that of such series which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Bearer Securities of any series, such temporary Security Securities may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding Bearer Securities of such series. Every such Except in the case of temporary Security Securities in global form, which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions thereof, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such seriesSecurities, the temporary Securities of such series shall be exchangeable for definitive Securities of such series containing identical terms and provisions upon surrender of such the temporary Securities of such series at the an office or agency of the Company in a Place of Payment maintained for such seriespurpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, series (accompanied by any unmatured coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series of authorized denominations containing identical terms and of like tenorprovisions; provided, however, that no definitive Bearer Security, except as provided pursuant to Section 301, shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth therein. Until Unless otherwise specified as contemplated by Section 301 with respect to a temporary global Security, until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are typewritten, printed, lithographed, typewritten, mimeographed engraved or otherwise reproducedproduced by any combination of these methods, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion that are not issued as Book-Entry Securities as provided in Section 304 (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; PROVIDED, HOWEVER, that no Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorPROVIDED FURTHER that a Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. . If temporary Securities of any series are issued in global form (c) Upon other than Securities issued as Book-Entry Securities as provided in Section 304), any such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euroclear and Cedel, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security that is not issued as a Book-Entry Security as provided in Section 304 (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date such temporary Global Security shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; PROVIDED, HOWEVER, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security 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 such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and PROVIDED FURTHER that Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security for a definitive only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary Global Security or for the Individual Securities represented thereby pursuant to this that is not issued as a Book-Entry Security as provided in Section 3.04 or Section 3.06304, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be endorsed exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Cedel, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Cedel, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Cedel, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Cedel. Bearer Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series, including temporary Global Securities (whether or not issued as Book-Entry Securities as provided in Section 304), shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary Global Security (other than Securities issued as Book-Entry Securities as provided in Section 304) on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Cedel on such Interest Payment Date upon delivery by Euroclear and Cedel to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to reflect this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the reduction respective accounts of the principal amount evidenced thereby, whereupon Persons who are the principal amount beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Cedel, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Cedel and not paid as herein provided shall be reduced for all purposes by returned to the amount so exchanged and endorsedTrustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Issuer in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Issuer shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Issuer. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in Person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Issuer.

Temporary Securities. (a) Pending Until certificates representing Securities of any series are ready for delivery, the preparation Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Securities of that series. Temporary Securities shall be substantially in the form of certificated Securities of that series but may have variations that the Company considers appropriate for temporary Securities of that series and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities of any series in exchange for temporary Securities of that series. Holders of temporary Securities of any series shall be entitled to all of the benefits of this Indenture. (b) Except for transfers made in accordance with Section 2.07, a Global Security deposited with the Depositary or with the Trustee as custodian for the Depositary shall be transferred to the beneficial owners thereof in the form of certificated Securities of that series in definitive form only if such transfer complies with Section 2.07 and (i) the Depositary notifies the Company may executethat it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor Depositary is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing. (c) Any Global Security of any series or interest thereon that is transferable to the beneficial owners thereof in the form of certificated Securities of that series in definitive form shall, if held by the Depository, be surrendered by the Depositary to the Trustee, without charge, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denominations, substantially upon such transfer of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution each portion of such Securities. Any such temporary Global Security may be of that series, an equal aggregate principal amount of Securities of that series of authorized denominations in the form of one or more Global Securities, representing all or a certificated Securities of that series in definitive form. Any portion of the Outstanding Securities of such series. Every such temporary a Global Security transferred pursuant to this Section shall be executed by the Company and shall be executed, authenticated and delivered by the Trustee upon the same conditions only in denominations of $1,000 and any integral multiple thereof and registered in substantially the same manner, and with the same effect, such names as the definitive Security or Securities in lieu of which it is issuedDepositary shall direct. (bd) If temporary Prior to any transfer pursuant to Section 2.11(b), the registered holder of a Global Security of any series may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Securities of that series. (e) The Company will make available to the Trustee a reasonable supply of certificated Securities of any series are issued, the Company will cause in definitive Securities of such series to be prepared form without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such seriesinterest coupons. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, series the Company may execute, execute and upon Company Order the Trustee or the Authenticating Agent shall authenticate and deliver, deliver temporary Securities that are printed, of such series (printed or lithographed, typewritten, mimeographed or otherwise reproduced, ). Temporary Securities shall be issuable in any authorized denominationsdenomination, and substantially of in the tenor form of the definitive Securities in lieu of which they are issued, in registered form and but with such appropriate insertions, omissions, substitutions insertions and other variations as may be appropriate for temporary Securities, all as may be determined by the officers executing such Company. In the case of Securities may determineof any series, as conclusively evidenced by their execution of such Securities. Any such temporary Security Securities may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding outstanding Securities of such seriesseries and tenor. Every such temporary Security shall be executed by the Company and of a particular series shall be authenticated and delivered by the Trustee or the Authenticating Agent upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities of such series. Without unreasonable delay, and except in the case of temporary Securities in lieu of global form which it is issued. (b) If temporary Securities of any series are issuedshall be exchanged in accordance with the provisions thereof, the Company will cause execute and deliver to the Trustee definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the and thereupon any or all temporary Securities of such series shall may be exchangeable surrendered in exchange for definitive Securities of such series upon surrender of such temporary Securities the same series, at the Principal Trust Office of the Trustee or any office or agency of the Company in a Place of Payment designated pursuant to Section 8.02 for such series, without charge to purpose or at the Holder. Upon surrender for cancellation office of any one or more temporary Securities of any seriesSecurity Co-Registrar, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor a like for such temporary Securities an equal aggregate principal amount of definitive Securities of the same series series. Such exchange shall be made by the Company at its own expense and without any charge therefor except that the Company may require payment of authorized denominations and of like tenora sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary Securities of any a particular series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged same series authenticated and endorsed.delivered hereunder. ARTICLE THREE PROVISIONS FOR THE SERIES A NOTES

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or coupons may determine, as conclusively evidenced by their execution of such Securities or coupons. In the case of any series issuable as Bearer Securities. Any , such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such seriesglobal form. Every such A temporary Bearer Security shall be executed by delivered only in compliance with the Company and conditions set forth in Section 3.3. Except in the case of temporary Securities in global form (which shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions of the following paragraphs), as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 10.2 in a Place of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, series (accompanied by any unmatured coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor of authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security. Until so exchanged, the If temporary Securities of any series shall are issued in all respects global form, any such temporary global Security shall, unless otherwise provided therein, be entitled delivered to the same benefits under this Indenture London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euro-clear and CEDEL S.A., for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities of such that series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.global

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may executeexecute and the Trustee shall, and upon Company Order the Trustee shall Order, authenticate and delivermake available for delivery, temporary Securities that are of such series (typewritten, printed, lithographed, typewritten, mimeographed lithographed or otherwise reproducedproduced). Such temporary Securities, in any authorized denominations, shall be substantially of in the tenor form of the definitive Securities in lieu of which they are issued, in registered form and or, if authorized, in bearer form with one or more or without coupons, in the form approved from time to time by or pursuant to a Board Resolution but with such appropriate omissions, insertions, omissions, substitutions and other variations as may be appropriate for temporary Securities, all as may be determined by the officers executing such Securities may determineCompany, but not inconsistent with the terms of this Indenture or any provision of applicable law. In the case of any series issuable as conclusively evidenced by their execution of such Bearer Securities. Any , such temporary Security Securities shall be delivered only in compliance with the conditions set forth in Section 2.06 and may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerexchanged as hereinafter provided), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 4.02 in a Place of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the Holderholder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations; provided, that, except as otherwise expressly provided by the Company as contemplated in Section 2.07(b), no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further, however, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 2.06. Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security of a series (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities of that series, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be presented and surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of such series without charge, and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such temporary global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, tenor as the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities portion of such series. (c) Upon any exchange of a portion of a temporary Global global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the be exchanged. Every temporary Global Security shall be endorsed executed by the Company and be authenticated by the Trustee to reflect upon the reduction of same conditions and in substantially the principal amount evidenced therebysame manner, whereupon and with like effect, as the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorseddefinitive Securities.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed typewritten or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and having the notations of Subsidiary Guarantees thereon and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and notations of Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities and notations of Subsidiary Guarantees. In the case of any series issuable as Bearer Securities. Any , such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such seriesglobal form. Every such A temporary Bearer Security shall be executed by delivered only in compliance with the Company and conditions set forth in Section 303. Except in the case of temporary Securities in global form (which shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions of the following paragraphs), as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 1002 in a Place of Payment for such series, series for the purpose of exchanges of Securities of such series without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, series (accompanied by any unmatured coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations and having the notations of Subsidiary Guarantees thereon; PROVIDED, HOWEVER, that no definitive Bearer Security shall be issued in exchange for a temporary Registered Security. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euro-clear and CEDEL S.A., for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security of a series (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities of that series (including the notations thereon relating to the Subsidiary Guarantees contemplated by Section 205) in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities of that series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor as the portion of such temporary global Security to be exchanged; PROVIDED, HOWEVER, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euro-clear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by CEDEL S.A. as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit B to this Indenture. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and if any combination thereof is so specified, as requested by the beneficial owner thereof; PROVIDED, HOWEVER, that no definitive Bearer Security or permanent global Security shall be delivered in exchange for a temporary Bearer Security except in compliance with the conditions set forth in Section 303. A. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until so exchangedexchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series. (c) Upon any exchange series shall be payable to Euro-clear and CEDEL S.A. on such Interest Payment Date upon delivery by Euro- clear and CEDEL S.A. to the Trustee of a portion of a temporary Global Security for a definitive Global Security certificate or for certificates in the Individual Securities represented thereby pursuant form set forth in Exhibit B to this Section 3.04 Indenture, for credit without further interest on or Section 3.06, after such Interest Payment Date to the temporary Global Security shall be endorsed by the Trustee to reflect the reduction respective accounts of the principal amount evidenced thereby, whereupon Persons who are the principal amount beneficial owners of such temporary Global global Security on such Interest Payment Date and who have each delivered to Euro-clear or CEDEL S.A., as the case may be, a certificate in the form set forth in Exhibit A to this Indenture. Any interest so received by Euro-clear and CEDEL S.A. and not paid as herein provided shall be reduced for all purposes by returned to the amount so exchanged and endorsedTrustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of The Depository Trust Company. If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual Securities represented thereby pursuant benefit of Euroclear and CEDEL, for credit to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction respective accounts of the principal amount evidenced thereby, whereupon the principal amount beneficial owners of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsedSecurities (or to such other accounts as they may direct).

Temporary Securities. (a) Pending Until definitive Securities are ready for delivery, the preparation Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities and, if Bearer Securities, temporary coupons shall be substantially in the form of definitive Securities and, if Bearer Securities, definitive coupons but may have variations in form that the Company considers appropriate for temporary Securities. In the case of Bearer Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, such temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denominations, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the global form of one or more Global Securities, representing all or a portion of the Outstanding Bearer Securities of such series. Every such Except in the case of temporary Security Securities in global form (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions thereof), as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issuedwithout unreasonable delay, the Company will cause shall prepare definitive Securities (accompanied by any unmatured coupons pertaining thereto) of such series to be prepared without unreasonable delaylike tenor as the temporary Securities. After the preparation of definitive Securities of such a series, the temporary Securities of such series shall be exchangeable upon request for definitive Securities of such series containing identical terms and provisions upon surrender of such the temporary Securities of such series at the an office or agency of the Company in a Place of Payment maintained for such seriespurpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series of authorized denominations containing identical terms and of like tenorprovisions; provided, however, that no definitive Bearer Security, except as provided pursuant to Section 2.01, shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth therein. Until Unless otherwise specified as contemplated by Section 2.01 with respect to a temporary global Security, until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Companies may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed photocopied or otherwise reproduced, in any authorized denominations, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company Companies and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company Companies will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of the Company Companies in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company Companies shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may executeexecute and, and upon its receipt of a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such temporary Securities may determine, as conclusively evidenced by their execution of such temporary Securities. Any such temporary Security may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company will shall cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of maintained by the Company in a Place of Payment for such seriespurposes provided in Section 6.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and upon its receipt of a Company Order, the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, series the Company may execute, execute and upon Company Order the Trustee or the Authenticating Agent shall authenticate and deliver, deliver temporary Securities that are printed, of such series (printed or lithographed, typewritten, mimeographed or otherwise reproduced, ). Temporary Securities shall be issuable in any authorized denominationsdenomination, and substantially of in the tenor form of the definitive Securities in lieu of which they are issued, in registered form and but with such appropriate insertions, omissions, substitutions insertions and other variations as may be appropriate for temporary Securities, all as may be determined by the officers executing such Company. In the case of Securities may determineof any series, as conclusively evidenced by their execution of such Securities. Any such temporary Security Securities may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding outstanding Securities of such seriesseries and tenor. Every such temporary Security shall be executed by the Company and of a particular series shall be authenticated and delivered by the Trustee or the Authenticating Agent upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities of such series. Without unreasonable delay, and except in the case of temporary Securities in lieu of global form which it is issued. (b) If temporary Securities of any series are issuedshall be exchanged in accordance with the provisions thereof, the Company will cause execute and deliver to the Trustee definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the and thereupon any or all temporary Securities of such series shall may be exchangeable surrendered in exchange for definitive Securities of such series upon surrender of such temporary Securities the same series, at the principal corporate trust office of the Trustee or any office or agency of the Company in a Place of Payment designated pursuant to Section 5.02 for such series, without charge to purpose or at the Holder. Upon surrender for cancellation office of any one or more temporary Securities of any seriesSecurity Co-Registrar, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor a like for such temporary Securities an equal aggregate principal amount of definitive Securities of the same series series. Such exchange shall be made by the Company at its own expense and without any charge therefor except that the Company may require payment of authorized denominations and of like tenora sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Until so exchanged, the temporary Securities of any a particular series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged same series authenticated and endorsed.delivered hereunder. ARTICLE THREE

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more Coupons or without Coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions thereof), as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series series, upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security, except as provided in or pursuant to this Indenture, shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in or pursuant to this Indenture. Until Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . Without unnecessary delay but in any exchange of a portion of a temporary Global Security for a definitive Global Security event not later than the date specified in, or for the Individual Securities represented thereby determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Depository to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Depository, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form established pursuant to Section 301; and provided, further, that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form established pursuant to Section 301, dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream. on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form established pursuant to Section 301, for credit without further interest on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form established pursuant to Section 301. Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may executeexecute and the Trustee shall, and upon Company Order the Trustee shall Order, authenticate and delivermake available for delivery, temporary Securities that are of such series (typewritten, printed, lithographed, typewritten, mimeographed lithographed or otherwise reproducedproduced). Such temporary Securities, in any authorized denominations, shall be substantially of in the tenor form of the definitive Securities in lieu of which they are issued, in registered form and or, if authorized, in bearer form with one or more or without coupons, in the form approved from time to time by or pursuant to a Board Resolution but with such appropriate omissions, insertions, omissions, substitutions and other variations as may be appropriate for temporary Securities, all as may be determined by the officers executing such Securities may determineCompany, but not inconsistent with the terms of this Indenture or any provision of applicable law. In the case of any series issuable as conclusively evidenced by their execution of such Bearer Securities. Any , such temporary Security Securities shall be delivered only in compliance with the conditions set forth in Section 2.06 and may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerexchanged as hereinafter provided), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 4.02 in a Place of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the Holderholder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations; provided, however, that, except as otherwise expressly provided by the Company as contemplated in Section 2.07(b), no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further, however, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 2.06. All Euro Securities shall be issued initially in the form of a temporary global Security and any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”), for the benefits of Euroclear and Clearstream, Luxembourg, for credit to the respective accounts for the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security of a series (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities of that series, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be presented and surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of such series without charge, and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such temporary global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor as the portion of such temporary global Security to be exchanged; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security must be accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream, Luxembourg as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A.2 to this Indenture. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 2.03(b), and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that definitive Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 2.06. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor upon the receipt by Euroclear or Clearstream, Luxembourg, as the case may be, after the Exchange Date of a certificate in the form set forth in Exhibit A.1 to this Indenture (whether or not such certificate is delivered in connection with the payment of interest, as hereinafter provided) signed by the owner of the Security or a financial institution or clearing organization through which the owner directly or indirectly holds such Security, and dated no earlier than 15 days prior to the date on which Euroclear or Clearstream, Luxembourg, as the case may be, furnishes to the Common Depositary in accordance with the preceding paragraph a certificate in the form set forth in Exhibit A.2 to this Indenture that relates to the interest to be exchanged for definitive Securities. Copies of the certificate in the form set forth in Exhibit A.1 to this Indenture shall be available from the offices of Euroclear and Clearstream, Luxembourg, the Trustee, any authenticating agent appointed for such series of Securities and each paying agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream, Luxembourg. Definitive Securities to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States and its possessions. Until so exchangedexchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 2.03(b), interest payable on a temporary global Security on any interest payment date for Securities of such series. (c) Upon any series occurring prior to the exchange of a portion of a such temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global global Security shall be endorsed payable to Euroclear and Clearstream, Luxembourg on such interest payment date upon delivery by Euroclear and Clearstream, Luxembourg to the Trustee or the applicable paying agent of a certificate or certificates in the form set forth in Exhibit A.3 to this Indenture, for credit without further interest on or after such interest payment date to the respective accounts of the persons for whom Euroclear or Clearstream, Luxembourg, as the case may be, holds such temporary global Security on such interest payment date and who have each delivered to Euroclear or Clearstream, Luxembourg, as the case may be, a certificate in the form set forth in Exhibit A.1 to this Indenture. If such interest payment date occurs on or after the Exchange Date, Euroclear or Clearstream, Luxembourg, as the case may be, following the receipt of such certificate shall exchange, in accordance with the procedures hereinabove provided, the portion of the temporary global Security that relates to such certificate for definitive Securities (which, in the absence of instructions to the contrary, shall be an interest in a permanent global Security). Any interest so received by Euroclear and Clearstream, Luxembourg and not paid as herein provided shall be returned to the Trustee or the applicable paying agent immediately prior to the expiration of two years after such interest payment date in order to be repaid to the Company in accordance with Section 12.04. The terms and form of the certificates to be delivered hereunder, and procedures established with respect thereto, are intended to ensure that (i) interest payable by the Company on Securities of a series issuable in bearer form is deductible by the Company under Section 163(f) of the Internal Revenue Code of 1986, as may be amended from time to time, or any successor provision and (ii) the Company meets the requirements, if any, established by Euroclear or Clearstream, Luxembourg from time to time, and any such certificates or the procedures with respect thereto may be amended or modified by the Company upon delivery of a Company Order to the Trustee accompanied by an Opinion of Counsel to the effect that the proposed modification or amendment will effect continued compliance by the Company with provisions of such Code or Euroclear or Clearstream, Luxembourg, as the case may be. Every temporary Security shall be executed by the Company and be authenticated by the Trustee to reflect upon the reduction of same conditions and in substantially the principal amount evidenced therebysame manner, whereupon and with like effect, as the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorseddefinitive Securities.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as conclusively the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London, England office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the form case of one or more temporary Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged as otherwise provided herein or as otherwise provided in substantially the same manneror pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Issuer in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, the following provisions of this Section 304(b) shall govern the exchange of temporary Securities other than through the facilities of The Depository Trust Company. If any such temporary Security is issued in global form, then such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depository or common depository (the "Common Depository"), for the benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the "Exchange Date"), the Issuer shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Issuer. On or after the Exchange Date, such temporary Global Security shall be surrendered by the Common Depository to the Trustee, as the Issuer's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depository, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security 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 such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security for a definitive only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be endorsed exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary Global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to reflect this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the reduction respective accounts of Persons who are the principal amount evidenced thereby, whereupon the principal amount beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit B-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be reduced for all purposes by returned to the amount so exchanged and endorsedTrustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Issuer.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issuedissued and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor substantially of the tenor of the definitive Guarantees, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as conclusively the officers executing such Securities Securities, Guarantees or coupons may determine, as conclusively evidenced by their execution of such Securities, Guarantees or coupons, as the case may be. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and of like tenor of authorized denominations having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security and having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor, executed by the Company. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee or the applicable Paying Agent of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee or the applicable Paying Agent immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with (but otherwise subject to) Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may executeexecute and, and upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such temporary Securities may determine, as conclusively evidenced by their execution of such temporary Securities. Any such temporary Security may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of maintained by the Company in a Place of Payment for such seriespurposes provided in Section 6.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issuedglobal form. (b) If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Subsection 304(c) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations (accompanied by any non-matured coupons appertaining thereto); provided, that, no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c1) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Subsection 304(c) shall govern the exchange of a portion temporary Securities issued in global form. (2) If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). (3) Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security and upon receipt of the Company Order described in Section 303, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. (4) Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. (5) Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this clause (5) of Subsection 304(c) shall satisfy the certification requirements of clauses (3) and (4) of this Subsection 304(c) and of Subsection 303(c) of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this clause (5) of Subsection 304(c), no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as conclusively the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issuedglobal form. (b) If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Issuer in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). (d) Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Issuer shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Issuer. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. (e) Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. (f) Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Issuer in accordance with Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, execute and upon Company Order the Trustee shall authenticate and deliver, deliver temporary Securities that are printed, (printed or lithographed, typewritten, mimeographed or otherwise reproduced, ). Temporary Securities shall be issuable in any authorized denominationsdenomination, and substantially of in the tenor form of the definitive Securities of such series (and of like tenor and terms) in lieu of which they are issued, issued in registered form and or, if authorized, in bearer form with one or more coupons or without coupons, but with such appropriate insertions, omissions, substitutions insertions and other variations as may be appropriate for temporary Securities, all as may be determined by the officers executing such Securities may determine, as conclusively evidenced by their execution of such SecuritiesCompany. Any such Such temporary Security securities may be in the form of one or more Global Securitiesglobal form, representing all or a portion any part of the Outstanding Securities of such series. Every . (b) Unless otherwise provided pursuant to Section 2.01: (i) Except in the case of temporary Securities in global form, every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, Securities. Without unreasonable delay the Company will cause execute and deliver to the Trustee definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the and thereupon any or all temporary Securities of such series shall (accompanied, if applicable, by all unmatured coupons and all unpaid matured coupons appertaining thereto) may be exchangeable for definitive Securities of such series upon surrender of such temporary Securities surrendered in exchange therefor at the principal office or agency of the Company in a Place of Payment for such seriesTrustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor for such temporary Securities an equal aggregate principal amount of definitive Securities of such series of authorized denominations. Such exchange shall be made at the Company's expense and without any charge to the holder. Until so exchanged, the temporary Securities of any series in all respects shall be entitled to the same benefits under this Indenture as definitive Securities of such series authenticated and delivered under this Indenture. Notwithstanding the foregoing, no Bearer Security shall be delivered in exchange for a like Registered Security, and a Bearer Security shall be delivered in exchange for a Bearer Security only in compliance with the conditions set forth in Section 2.06. (ii) If Securities of any series are issued in temporary global form, any such temporary Global Security, unless otherwise provided pursuant to Section 2.01, shall be delivered to the Depositary for the benefit of Euroclear and CEDEL for credit to the respective accounts of the beneficial owners of such Securities or to such other accounts as they may direct. (iii) Any such temporary Global Security shall be exchangeable, on the terms and in the manner set forth therein, in whole or in part, for an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor and terms as the portions of such temporary Global Security to be exchanged. Any definitive Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security only outside the United States and only upon receipt by the Trustee from the Person entitled to receive such definitive Bearer Security of a Bearer Security Tax Certificate. (iv) Until so exchangedexchanged in full as hereinabove provided, the temporary Securities of any series shall be entitled in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon the same series and of like tenor and terms authenticated and delivered hereunder, except that any exchange of a portion of interest payable with respect to a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall will be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsedpaid as specified therein.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuer may execute, and upon Company receipt of an Issuer Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the form case of one or more Global Securities, representing all or a portion of the Outstanding temporary Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged as otherwise provided herein or as otherwise provided in substantially the same manneror pursuant to a Board Resolution or supplemental indenture), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Issuer in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenordenominations. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any . Unless otherwise provided in or pursuant to a Board Resolution, the following provisions of this Section 304 shall govern the exchange of a portion temporary Securities other than through the facilities of a The Depository Trust Company (“DTC”). If any such temporary Security is issued in global form, then such temporary Global Security for shall, unless otherwise provided therein, be delivered to the London office of a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, the any such temporary Global Security (the “Exchange Date”), the Issuer shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global Security, executed by the Issuer. On or after the Exchange Date, such temporary Global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301. Unless otherwise specified in such temporary Global Security, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary Global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs and of the third paragraph or Section 303 and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Issuer.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall 24 34 authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided as contemplated in Section 301, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual Securities represented thereby benefit of Euroclear and CEDEL. Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in an aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in the name of Euroclear or CEDEL, as the case may be, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of or within the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the Common Depository; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount and like tenor of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee or the applicable Paying Agent of a certificate or certificates in the form set forth in Exhibit A2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee or the applicable Paying Agent immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the form case of one or more Global Securities, representing all or a portion of the Outstanding temporary Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged as otherwise provided herein or as otherwise provided in substantially the same manneror pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.03. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security . Unless otherwise provided in or for the Individual Securities represented thereby pursuant to a Board Resolution, the following provisions of this Section 3.04 or Section 3.06shall govern the exchange of temporary Securities other than through the facilities of The Depository Trust Company ("DTC"). If any such temporary Security is issued in global form, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of then such temporary Global Security shall shall, unless otherwise provided therein, be reduced delivered to the London office of a depositary or common depositary (the "Common Depositary"), for all purposes by the amount so exchanged benefit of Euroclear and endorsedCEDEL, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon an Order of the Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the form case of one or more Global Securitiestemporary Securities in global form, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions thereof, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor (at an office or agency of the Company in the case of Bearer Securities) a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided, further, that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless the Trustee shall have received from the Person entitled to receive the definitive Bearer Security a certificate in the form required by Section 311. Until so exchanged, the temporary Securities of any series series, including temporary Securities in global form, shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series series, upon surrender of the temporary securities of such temporary Securities series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and CEDEL S.A., for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL S.A. as to the portion of such temporary global Security held for its account then to be exchanged, each in such form as may be established pursuant to Section 301; and provided, further, that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL S.A., as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL S.A., as the case may be, a certificate in such form as may be established pursuant to Section 301, dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL S.A., the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or CEDEL S.A. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL S.A. on such Interest Payment Date upon delivery by Euroclear and CEDEL S.A. to the Trustee of a certificate or certificates in such form as may be established pursuant to Section 301, for credit without further interest on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL S.A., as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in such form as may be established pursuant to Section 301. Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL S.A. and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company and the Guarantors may executeexecute and, and upon Company Order Order, the Trustee shall authenticate and deliver, deliver temporary Securities that with Senior Subordinated Guarantees endorsed thereon of such series which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor and form, with or without interest coupons, of the definitive Securities with Senior Subordinated Guarantees endorsed thereon in lieu of which they are issued, in registered form issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and such Senior Subordinated Guarantees may determine, as conclusively evidenced by their execution of such SecuritiesSecurities and interest coupons, if any and such Senior Subordinated Guarantees. Any In the case of Securities of any series, such temporary Security Securities may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding Securities of such series. Every such Except in the case of temporary Security Securities in global form, each of which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions thereof, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company and the Guarantors will cause definitive Securities with Senior Subordinated Guarantees endorsed thereon of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company pursuant to Section 9.2 in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured interest coupons appertaining thereto), the Company and the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities with Senior Subordinated Guarantees endorsed thereon of the same series of authorized denominations and of like tenor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided, further, that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless such delivery shall occur outside the United States. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such seriesseries except as otherwise specified as contemplated by Section 3.1. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of The Depository Trust Company. If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issuedglobal form. (b) If Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 304(c) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, that, no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c1) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(c) shall govern the exchange of a portion temporary Securities issued in global form. (2) If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depository"), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). (3) Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depository to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security and upon receipt of the Company Order described in Section 303, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depository, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. (4) Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. (5) Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this clause (5) of Section 304(c) shall satisfy the certification requirements of clauses (3) and (4) of this Section 304(c) and of Section 303(c) of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this clause (5) of Section 304(c), no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, (i) in registered form or (ii) in bearer form, with one or more Coupons or without Coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be (in the form case of one or more Global Registered Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company ) and shall be authenticated and delivered by (in the Trustee upon case of Bearer Securities) in global form. Except in the same conditions and case of temporary Global Securities in substantially the same manner, and bearer form (which are exchangeable for definitive Bearer Securities in accordance with the same effectprovisions of the following paragraphs), as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or of agency of the Company maintained pursuant to Section 10.2 in a Place of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, series (accompanied by any unmatured Coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor and authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Bearer Security (including a definitive Bearer Security in global form) shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.3. Until so exchanged, the If temporary Global Securities in bearer form of any series shall are issued, any such temporary global Securities in all respects bearer form shall, unless otherwise provided therein, be entitled delivered to the same benefits under this Indenture as definitive Securities London office of a Depositary (the "Common Depositary"), for the benefit of Euro-clear and CEDEL, S.A., for credit to the respective accounts of the beneficial owners of such series. Securities (c) Upon or to such other accounts as they may direct). Without unnecessary delay but in any exchange of a portion of a temporary Global Security for a definitive Global Security event not later than the date specified in, or for the Individual Securities represented thereby determined pursuant to this Section 3.04 or Section 3.06the terms of, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of any such temporary Global global Security shall be reduced for all purposes by the amount so exchanged and endorsed.in bearer form (the

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or coupons may determine, as conclusively evidenced by their execution of such Securities or coupons. In the case of any series issuable as Bearer Securities. Any , such temporary Security Securities may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such seriesglobal form. Every such A temporary Bearer Security shall be executed by delivered only in compliance with the Company and conditions set forth in Section 3.3. Except in the case of temporary Securities in global form (which shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions of the following paragraphs), as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 10.2 in a Place of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, series (accompanied by any unmatured coupons appertaining thereto) the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor of authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security. Until so exchanged, the If temporary Securities of any series shall are issued in all respects global form, any such temporary global Security shall, unless otherwise provided therein, be entitled delivered to the same benefits under this Indenture as definitive Securities London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euro-clear and CEDEL S.A., for credit to the respective accounts of the beneficial owners of such seriesSecurities (or to such other accounts as they may direct). (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee Trustees, or either of them, shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the either Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.3. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London, England office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”) or the Depositary, as applicable, for the Individual Securities represented thereby pursuant benefit of Euroclear and Clearstream, for credit to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction respective accounts of the principal amount evidenced thereby, whereupon the principal amount beneficial owners of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsedSecurities (or to such other accounts as they may direct).

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are typewritten, printed, lithographed, typewritten, mimeographed engraved or otherwise reproducedproduced by any combination of these methods, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion that are not issued as Book-Entry Securities as provided in Section 304 (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. . If temporary Securities of any series are issued in global form (c) Upon other than Securities issued as Book-Entry Securities as provided in Section 304), any such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the "Common Depositary"), for the benefit of Euroclear and Cedel, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security that is not issued as a Book-Entry Security as provided in Section 304 (the "Exchange Date"), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date such temporary Global Security shall be surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security 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 such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security for a definitive only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary Global Security or for the Individual Securities represented thereby pursuant to this that is not issued as a Book-Entry Security as provided in Section 3.04 or Section 3.06304, the interest of a beneficial owner of Securities of a series in a temporary Global Security shall be endorsed exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Cedel, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Cedel, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Cedel, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Cedel. Bearer Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series, including temporary Global Securities (whether or not issued as Book-Entry Securities as provided in Section 304), shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary Global Security (other than Securities issued as Book-Entry Securities as provided in Section 304) on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Cedel on such Interest Payment Date upon delivery by Euroclear and Cedel to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to reflect this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the reduction respective accounts of the principal amount evidenced thereby, whereupon Persons who are the principal amount beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Cedel, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Cedel and not paid as herein provided shall be reduced for all purposes by returned to the amount so exchanged and endorsedTrustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Issuer in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security, and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in this Indenture. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of The Depositary Trust Company ("DTC"). If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay, but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Issuer shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Issuer. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Issuer's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Issuer. (c) Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(c) shall govern the exchange of temporary Securities issued in global form through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary global security shall, unless otherwise provided therein, be delivered to DTC for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay, but in any event not later than the Exchange Date, the Issuer shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Issuer. On or after the Exchange Date, such temporary global Security shall be surrendered by DTC to the Trustee, as the Issuer's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in registered form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs DTC to request such exchange on his behalf. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities for such series occurring prior to the applicable Exchange Date shall be payable to DTC on such Interest Payment Date, for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the form case of one or more Global Securities, representing all or a portion of the Outstanding temporary Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged as otherwise provided herein or as otherwise provided in substantially the same manneror pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any nonmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.03. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any . Unless otherwise provided in or pursuant to a Board Resolution, the following provisions of this Section 3.04 shall govern the exchange of a portion temporary Securities other than through the facilities of a The Depository Trust Company ("DTC"). If any such temporary Security is issued in global form, then such temporary Global Security for shall, unless otherwise provided therein, be delivered to the London office of a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, the any such temporary Global Security (the "Exchange Date"), the Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date, such temporary Global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.01, and, if any combination thereof is so exchanged specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and endorsed.signed by Euroclear as to the

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of The Depository Trust Company. If any such temporary Security is issued in global form, then any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the form case of one or more temporary Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged as otherwise provided herein or as otherwise provided in substantially the same manneror pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.shall

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, determine as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor therefore a like principal amount of definitive Securities of the same series of authorized denominations denominations; PROVIDED, HOWEVER, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorPROVIDED, FURTHER, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form other than through the facilities of DTC. If any such temporary Security is issued in global form, then such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and CEDEL, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; PROVIDED, HOWEVER, that unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by CEDEL as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and PROVIDED, FURTHER, that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or CEDEL, as the case may be, to request such exchange on his behalf and delivers to Euroclear or CEDEL, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or CEDEL. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or CEDEL, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal or interest owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and CEDEL and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon receipt of a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons and in all cases with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company, executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor and evidencing the same Indebtedness; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.3. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London, England office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay, but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security and evidencing the same Indebtedness, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor and evidencing the same Indebtedness as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.1, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 3.1); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 3.3. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor and evidencing the same Indebtedness following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 3.1), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States and Canada. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor and evidencing the same Indebtedness authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.1, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 3.1), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 3.1). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 3.3 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and evidencing the same Indebtedness on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee no later than one month prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 10.3.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 3.04(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount and like tenor of definitive Securities of the same series of authorized denominations and of like tenordenominations. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.03. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the office of a portion of a temporary Global Security depositary or common depositary (the "Common Depositary") or the Depositary, as applicable, for a definitive Global Security or for credit to the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction respective accounts of the principal amount evidenced thereby, whereupon the principal amount beneficial owners of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsedSecurities (or to such other accounts as they may direct).

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more Coupons or without Coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and Coupons, if any, may determine, as conclusively evidenced by their execution of such SecuritiesSecurities and Coupons. Any such temporary Security may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After Except as otherwise specified as contemplated by Section 3.01(q)(iii) with respect to a series of Securities issuable as Bearer Securities or as one or more Global Securities representing individual Bearer Securities of the series, (a) after the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon holder, except as provided in Section 3.06 in connection with a transfer and except that a Person receiving definitive Bearer Securities shall bear the cost of insurance, postage, transportation and the like unless otherwise specified pursuant to Section 3.01, and (b) upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided, further, that delivery of a Global Security representing individual Bearer Securities or a Bearer Security shall occur only outside the United States. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series, except as otherwise specified as contemplated by Section 3.01(q)(ii) with respect to the payment of interest on Global Securities in temporary form. (c) Unless otherwise specified pursuant to Section 3.01, the Company will execute and deliver each definitive Global Security representing individual Bearer Securities and each Bearer Security to the Trustee at its principal office in London or such other place outside the United States specified pursuant to Section 3.01. (d) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, execute and upon Company Order the Trustee shall authenticate and deliver, deliver temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominations, denomination substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities securities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in the form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such series, that series without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor of authorized denominations. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any exchange If the Company shall establish pursuant to Section 301 that the Securities of a portion series are to be issued in whole or in part in the form of a one or more Global Notes, then the Company shall execute and the Trustees shall, in accordance with Section 303 and the Company Order with respect to such series, authenticate and deliver one or more Global Notes in temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security permanent form that (i) shall represent and shall be endorsed denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Notes, (ii) shall be registered in the name of the U.S. Depositary for such Global Note or Notes or the nominee of such depositary, (iii) shall be delivered by the Trustee to reflect such depositary or pursuant to such depositary's written instruction and (iv) shall bear a legend substantially to the reduction following effect: "Unless and until it is exchanged in whole or in part for Securities in definitive form, this 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 provisions of this Section or Section 305, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Note representing all or a portion of the Securities of a series may not be transferred except as a whole by the U.S. Depositary for such series 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 U.S. Depositary for such series or a nominee of such successor depositary. If at any time the U.S. Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as U.S. Depositary for the Securities of such series or if at any time the U.S. Depositary for Securities of a series shall no longer be registered or in good standing under the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor U.S. Depositary with respect to the Securities of such series. If a successor U.S. Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, registered Securities of such series in definitive form in an aggregate principal amount evidenced thereby, whereupon equal to the principal amount of the Global Note or Notes representing such temporary series in exchange for such Global Note or Notes. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, registered Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such series in exchange for such Global Notes or Notes. If specified by the Company pursuant to Section 301 with respect to Securities of a series, the U.S. Depositary for such series of Securities may surrender a Global Note for such series of Securities in exchange in whole or in part for registered Securities of such series in definitive form on such terms as are acceptable to the Company and such depositary. Thereupon, the Company shall execute and the Trustee shall authenticate and deliver, without charge, (i) to each Person specified by the U.S. Depositary a new registered Security or Securities of the same series, of 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 Note; and (ii) to the U.S. Depositary a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of registered Securities delivered to Holders thereof. Upon the exchange of a Global Note for Securities in definitive form, such Global Note shall be reduced for all purposes cancelled by the amount Trustee. Debt Securities issued in exchange for a Global Note pursuant to this subsection (b) shall be registered in such names and in such authorized denomination as the U.S. Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities to the persons in whose names such Securities are so exchanged and endorsedregistered.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon receipt of a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons and in all cases with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company, executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor and evidencing the same Indebtedness; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London, England office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay, but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security and evidencing the same Indebtedness, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor and evidencing the same Indebtedness as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor and evidencing the same Indebtedness following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States and Canada. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor and evidencing the same Indebtedness authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and evidencing the same Indebtedness on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee no later than one month prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may executeexecute and the Trustee shall, and upon Company Order the Trustee shall Order, authenticate and delivermake available for delivery, temporary Securities that are of such series (typewritten, printed, lithographed, typewritten, mimeographed lithographed or otherwise reproducedproduced). Such temporary Securities, in any authorized denominations, shall be substantially of in the tenor form of the definitive Securities in lieu of which they are issued, in registered form and or, if authorized, in bearer form with one or more or without coupons, in the form approved from time to time by or pursuant to a Board Resolution but with such appropriate omissions, insertions, omissions, substitutions and other variations as may be appropriate for temporary Securities, all as may be determined by the officers executing such Securities may determineCompany, but not inconsistent with the terms of this Indenture or any provision of applicable law. In the case of any series issuable as conclusively evidenced by their execution of such Bearer Securities. Any , such temporary Security Securities shall be delivered only in compliance with the conditions set forth in Section 2.06 and may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerexchanged as hereinafter provided), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 4.02 in a Place of Payment for such series for the purpose of exchanges of Securities of such series, without charge to the Holderholder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like aggregate principal amount of definitive Securities of the same series and of like tenor of authorized denominations; provided, that, except as otherwise expressly provided by the Company as contemplated in Section 2.07(b), no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further, however, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 2.06. Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security of a series (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities of that series, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be presented and surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities of such series without charge, and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such temporary global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, tenor as the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities portion of such series. (c) Upon any exchange of a portion of a temporary Global global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the be exchanged. Every temporary Global Security shall be endorsed executed by the Company and be authenticated by the Trustee to reflect upon the reduction of same conditions and in substantially the principal amount evidenced therebysame manner, whereupon and with like effect, as the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorseddefinitive Securities.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the directors or officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Bearer Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Corporation may execute, and upon Company Corporation Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company Corporation will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series series, upon surrender of such the temporary Securities of such series at the office or agency of the Company Corporation in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenordenominations. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the office of a portion depositary or common depositary (the “Common Depositary”), for credit to the respective accounts of a temporary Global Security for a definitive Global Security the beneficial owners of such Securities (or for to such other accounts as they may direct). Without unnecessary delay but in any event not later than the Individual Securities represented thereby date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Corporation shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Corporation. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Corporation’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in registered form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and endorsedof like tenor authenticated and delivered hereunder.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may executeexecute and deliver to the Trustee, and upon Company Order the Trustee shall authenticate and deliver, in the manner provided in Section 3.3, temporary Securities of such series that are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form without coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding Securities of such seriesseries and tenor. Every such Except in the case of temporary Security Securities in global form, which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions thereof, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such seriesSecurities, the temporary Securities of such series shall be exchangeable upon request for definitive Securities of such series containing identical terms and provisions upon surrender of such the temporary Securities of such series at the an office or agency of the Company in a Place of Payment maintained for such seriespurpose pursuant to Section 10.2, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series of authorized denominations containing identical terms and of like tenorprovisions. Until Unless otherwise specified as contemplated by Section 3.1 with respect to a temporary Security in global form, until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as conclusively the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; PROVIDED, HOWEVER, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorPROVIDED FURTHER, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London, England office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the "COMMON DEPOSITARY") or the Depositary, as applicable, for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "EXCHANGE DATE"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; PROVIDED, HOWEVER, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and PROVIDED FURTHER, that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal, or premium, if any, or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon an Order of the Company Order the Trustee shall authenticate authenti- cate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such SecuritiesSecurities (but which do not affect the rights or duties of the Trustee). Any In the case of Bearer Securities of any series, such temporary Security Securities may be in the form of one or more Global Securitiesglobal form, representing all or a portion of the Outstanding outstanding Bearer Securities of such series. Every such Except in the case of temporary Security Securities in global form, which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectprovisions thereof, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable unreason- able delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor (at an office or agency of the Company in the case of Bearer Securities) a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor; PROVIDED, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and PROVIDED FURTHER, that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless the Trustee shall have received from the Person entitled to receive the definitive Bearer Security a certificate in the form required by Section 311. Until so exchanged, the temporary Securities of any series series, including temporary Securities in global form, shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Any In the case of Securities of any series, such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manner, and accordance with the same effectterms thereof or as otherwise provided in or pursuant to a Board Resolution), as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company Issuer will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company Issuer in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; PROVIDED, HOWEVER, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorPROVIDED; FURTHER; that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the Individual Securities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Security shall be reduced for all purposes by the amount so exchanged and endorsed.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as conclusively the officers executing such Securities or coupons may determine, as conclusively evidenced by their execution of such SecuritiesSecurities or coupons, as the case may be. Any such Such temporary Security Securities may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion (which shall be exchanged in accordance with the provisions of the Outstanding Securities of such series. Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same mannerfollowing paragraphs), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any unmatured coupons appertaining thereto), the Company shall execute and upon receipt of a Company Order the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and of like tenortenor of authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 3.3. Until so exchanged, exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (c) Upon . If temporary Securities of any exchange series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a portion of a temporary Global Security for a definitive Global Security depositary or common depositary (the “Common Depositary”), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the “Exchange Date”), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and upon receipt of a Company Order the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 3.1, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each substantially in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 3.1); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 3.3. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.1, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee or the applicable Paying Agent of a certificate or certificates substantially in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 3.1), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date substantially in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 3.1). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 3.3 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee or the applicable Paying Agent immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with (but otherwise subject to) Section 10.3.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities that which are printed, lithographed, typewritten, mimeographed or otherwise reproducedproduced, in any authorized denominationsdenomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or coupons may determine, as conclusively evidenced by their execution of such Securities or coupons. In the case of Securities of any series issuable as Bearer Securities. Any , such temporary Security Securities shall be delivered only in compliance with the conditions set forth in Section 303 and may be in global form. Except in the case of temporary Securities in global form of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporary Security (which shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and exchanged in substantially the same manneraccordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), and with the same effect, as the definitive Security or Securities in lieu of which it is issued. (b) If if temporary Securities of any series are issued, the Company will cause definitive Securities of such that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of such the temporary Securities of such series at the office or agency of the Company in a Place of Payment for such that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any seriesseries (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and of like tenorprovided further, however, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (cb) Upon any Unless otherwise provided in or pursuant to a Board Resolution, this Section 304(b) shall govern the exchange of a portion temporary Securities issued in global form. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a temporary Global Security for a definitive Global Security depositary or common depositary (the "Common Depositary"), for the Individual benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities represented thereby (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to this Section 3.04 or Section 3.06the terms of, any such temporary global Security (the "Exchange Date"), the temporary Global Security Company shall be endorsed by deliver to the Trustee to reflect the reduction of the definitive Securities, in aggregate principal amount evidenced thereby, whereupon equal to the principal amount of such temporary Global global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be reduced for all purposes surrendered by the Common Depositary to the Trustee, as the Company's agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and endorseda certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee or the applicable Paying Agent of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other forms as may be established pursuant to Section 301), for credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section 304(b) and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee or the applicable Paying Agent immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company.