Common use of Notice to Holders; Waiver Clause in Contracts

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, within the time prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaidregistered mail, return receipt requested, to each such Holder affected by such event, at his its address as it appears in the Note Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such noticenotice and, in those cases where notice by publication is expressly permitted or expressly required by the terms of this Indenture or the TIA, such notice shall be sufficiently given (unless otherwise herein expressly provided) if published once in an Authorized Newspaper. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Notes given as provided herein. Notices In any case where notice is given to any Holder by publication pursuant to the express provisions of this Indenture (unless otherwise herein expressly provided), neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of any notice by mail to other Holders of Notes given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of an event (i) if any of the Securities affected by the Company or the Trusteesuch event are Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, mailed first-class postage prepaid, prepaid to each such Holder affected by such event, at his address as it appears in the Note Register, Register within the time prescribed for the giving of such noticenotice and, (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in an Authorized Newspaper in New York, New York and in such other city or cities, if any, as may be specified as contemplated by Section 3. 1. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices In any case where notice is given to Holders by publication publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice with respect to any Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, event and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event: (a) if any of the Securities affected by such event to Holders by the Company or the Trusteeare Registered Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Security Register, within the time prescribed for the giving of such notice, and (b) if any of the Securities affected by such event are Bearer Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided or unless otherwise specified in such Securities) if published once in an Authorized Newspaper in New York City and London and mailed to such Persons whose names and addresses were previously filed with the Trustee, within the time prescribed for the giving of such notice. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders by mail, then such notification as the Company shall direct the Trustee in writing to give shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of publication of any Authorized Newspaper or irregularities in regular mail service Authorized Newspapers or by reason of any other cause, cause it shall be impracticable to mail publish any notice of any event to Holders when such notice is required to be given pursuant to any provision of this IndentureBearer Securities as provided above, then any manner such notification to Holders of giving such notice Bearer Securities as the Company shall be satisfactory to direct the Trustee in writing to give shall be deemed constitute sufficient notice to be a sufficient giving of such notice Holders for every purpose hereunder. Neither the failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice to Holders of Registered Securities given as provided herein. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the TrusteeTrustees, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities. Notices given by publication Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable impractical to mail notice of any event to Holders of Registered Securities when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee Trustees shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the TrusteeTrustees, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities affected by such event to Holders by the Company or the Trusteeare Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Note Register, within the time prescribed for the giving of such notice, and (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as may be specified as contemplated by Section 3. 1. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices In any case where notice is given to Holders by publication publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company Issuer or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first-first class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and made, notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing; notices sent by overnight delivery service will be deemed given when delivered; and notices given electronically shall be deemed given when sent. Any notices required to be given to the holders of Notes that are in global form will be given to the Depository. The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e- mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaidregistered mail, return receipt requested, to each such Holder affected by such event, at his its address as it appears in the Note Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such noticenotice and, in those cases where notice by publication is expressly permitted or expressly required by the terms of this Indenture or the TIA, such notice shall be sufficiently given (unless otherwise herein expressly provided) if published once in an Authorized Newspaper. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Notes given as provided herein. Notices In any case where notice is given to any Holder by publication pursuant to the express provisions of this Indenture (unless otherwise herein expressly provided), neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of any notice by mail to other Holders of Notes given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice mailed to a Holder in a manner herein prescribed shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder, whether or not such Holder actually receives such notice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other provision cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Where this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice Notice of any event (including any notice of redemption) to any a Holder of an interest in a Global Note (whether by mail or otherwise)Security, such notice shall be sufficiently given if given to the Depository or any other applicable depositary Depositary for such Global Note Security (or its designee) according ), pursuant to its Applicable Procedures, not later than the applicable procedures latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of the Depository or such depositarynotice.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company Issuer or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first-first class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication (including posting of information as contemplated by Section 10.09) shall be deemed given on the first date on which publication is made and made, notices given by first-class first‑class mail, postage prepaid, shall be deemed given five calendar days after mailingmailing or transmitting; notices sent by overnight delivery service will be deemed given when delivered; and notices given electronically shall be deemed given when sent. In case by reason Notice given in accordance with the procedures of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall Depository will be impracticable deemed given on the date sent to mail notice of any event to Holders when such notice is the Depository. Any notices required to be given to the holders of Notes that are in global form will be given to the Depository in accordance with its customary procedures therefor. Each of the Trustee and the Notes Collateral Agent agrees to accept and act upon instructions or directions pursuant to any provision this Indenture sent by unsecured e‑mail, pdf, facsimile transmission or other similar unsecured electronic methods; provided, however, that each of this Indenturethe Trustee and the Notes Collateral Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, then any manner of giving which such notice as incumbency certificate shall be satisfactory amended and replaced whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee or the Notes Collateral Agent e‑mail, pdf, or facsimile instructions or directions (or instructions or directions by a similar electronic method) and the Trustee or the Notes Collateral Agent, as applicable, in its discretion elects to act upon such instructions or directions, the Trustee’s or the Notes Collateral Agent’s, as applicable, understanding of such instructions shall be deemed controlling. Neither the Trustee nor the Notes Collateral Agent shall be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or the Notes Collateral Agent’s, as the case may be, reliance upon and compliance with such instructions or directions notwithstanding such instructions or directions conflict or are inconsistent with a subsequent written instruction or direction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee shall be deemed to be a sufficient giving or the Notes Collateral Agent, as the case may be, including, without limitation, the risk of such notice for every purpose hereunderthe Trustee or the Notes Collateral Agent acting on unauthorized instructions or directions, and the risk of interception and misuse by third parties. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class first class, postage prepaid, to each Holder affected by such event, at his the address of such Holder as it appears in the Note Securities Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mailIn case, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of for any other causereason, it shall be impossible or impracticable to mail notice of any event to Holders when such said notice is required to be given pursuant to any provision of this IndentureIndenture or of the relevant Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereundernotice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIASecurity, where this Indenture or any Note Security provides for notice of any event (including any notice of redemptionredemption or repurchase) to any a Holder of an interest in a Global Note Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary Depositary for such Global Note Security (or its designee) according pursuant to the applicable procedures of the Depository standing instructions from such Depositary or such depositaryits designee.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to each Holder affected by such event, at his its address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice when mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIASecurity, where this Indenture or any Note Security provides for notice of any event (including any notice of redemptionredemption or repurchase) to any a Holder of an interest in a Global Note Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note Depositary (or its designee) according pursuant to the applicable procedures of standing instructions from the Depository Depositary or such depositaryits designee, including by electronic mail in accordance with Applicable Procedures.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or, in the case of Notes issued in global form, delivered electronically, to each such Holder affected by such event, at his address as it appears in the Note Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mailmail or delivered electronically, neither the failure to mail or deliver electronically, as applicable, such notice, nor any defect in any notice so mailedmailed or delivered electronically, as applicable, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice mailed or delivered electronically, as applicable, to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable impractical to mail or deliver electronically, as applicable, notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or by overnight courier guaranteeing next day delivery or by electronic mail to each such Holder affected by such event, at his such Holder’s address or e-mail address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any notice or communication shall also be so mailed or delivered to any Person described in TIA Section 313(c), to the extent required by the TIA. In any case where notice to Holders of Securities is given by mailas provided herein, neither the failure to mail send such notice, nor any defect in any notice so mailedsent, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice mailed or sent to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail give such notice of any event by mail, then such notification to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of notification to such notice Holders for every purpose hereunder. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIASecurity, where this Indenture or any Note Security provides for notice of any event (including any notice of redemptionredemption or purchase) to any a Holder of an interest a Security in a Global Note global form (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note Depositary (or its designee) according pursuant to the applicable procedures of the Depository or such depositaryApplicable Procedures.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail give such notice of any event by mail, then such notification to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of notification to such notice Holders for every purpose hereunder. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of Where this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of in any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise)manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be sufficiently given if given the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the Depository validity of any action taken in reliance upon such waiver. In case by reason of suspension of regular mail service or by reason of any other applicable depositary for cause it shall be impracticable to give such Global Note (notice by mail, then such notification as shall be made by or its designee) according to with the applicable procedures approval of the Depository or such depositaryTrustee shall constitute a sufficient notification for every purpose hereunder.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of Securities by the Company Company, the Guarantor or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Securities given as provided. Notices given by publication Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable impractical to mail notice of any event to Holders of Securities when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIASecurity, where this Indenture or any Note Security provides for notice of any event (including any notice of redemption) to any a Holder of an interest in a Global Note global Security (whether by mail or otherwise), such notice shall be sufficiently given if given when delivered to the Depository or any other applicable depositary Depositary for such Global Note Security (or its designee) according pursuant to the applicable customary procedures of the Depository or such depositaryDepositary.

Notice to Holders; Waiver. Where When this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given to Registered Holders (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address Registered Holders as it appears their names and addresses appear in the Note Security Register, within the time prescribed for the giving of such notice. In prescribed; provided, however, that, in any case where case, any notice to Holders is given by mailof Floating Rate Securities regarding the determination of a periodic rate of interest, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of if such notice with respect is required pursuant to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaidSection 3.01, shall be deemed sufficiently given five calendar days after mailingif given in the manner specified pursuant to Section 3.01. In case by reason the event of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail give notice of any event to Holders when by mail, such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice notification as shall be satisfactory to given with the approval of the Trustee shall be deemed to be a constitute sufficient giving of such notice for every purpose hereunder. Subordinated Indenture 11 Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon on such waiver. Notwithstanding In any other provision of this Indenture or case where notice to Holders is given by mail, neither the failure to mail such notice nor any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including defect in any notice of redemption) so mailed to any particular Holder shall affect the sufficiency of an interest in a Global Note (whether by mail or otherwise), such notice with respect to other Holders, and any notice which is mailed in the manner herein provided shall be sufficiently conclusively presumed to have been duly given. In any case where notice to Holders is given if given by publication, any defect in any notice so published as to any particular Holder shall not affect the Depository or sufficiency of such notice with respect to other Holders, and any other applicable depositary for such Global Note (or its designee) according notice which is published in the manner herein provided shall be conclusively presumed to the applicable procedures of the Depository or such depositaryhave been duly given.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his its address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder when mailed whether or not actually received by such ▇▇▇▇▇▇. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. SECTION 108. CONFLICT OF ANY PROVISION OF INDENTURE WITH THE TRUST INDENTURE ACT. Each of the Trustee and the Company agrees to comply with all provisions of the Trust Indenture Act applicable to or binding upon it in connection with this Indenture and any action to be taken hereunder. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any Notemandatory requirement of the Trust Indenture Act, subject such mandatory requirement shall prevail. For greater certainty, if and to the requirements extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the TIATrust Indenture Act, where or conflicts with any provision (an "incorporated provision") required by or deemed to be included in this Indenture or any Note provides for notice by operation of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise)such Trust Indenture Act sections, such notice imposed duties or incorporated provision shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarycontrol.

Notice to Holders; Waiver. Where this the Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing in the English language and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice; provided, however, that any notice given to the Holder of a Global Note shall be given in the manner prescribed by the Depositary. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices If notice is given by publication shall be deemed given on to Holders in the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities manner provided in regular mail service or by reason of any other causethis Section 206, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indentureduly given, then any manner of giving such notice as shall be satisfactory to whether or not the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunderaddressee receives it. Where this the Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Section 207. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of this the Trust Indenture Act which is required under the Trust Indenture Act to be a part of and govern the Indenture, the latter provision shall control. If any provision of the Indenture modifies or excludes any Noteprovision of the Trust Indenture Act which may be so modified or excluded, subject the latter provision shall be deemed to apply to the requirements of Indenture as so modified or to be excluded, as the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarycase may be.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company Issuer or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first-first class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and made, notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing; notices sent by overnight delivery service will be deemed given when delivered; and notices given electronically shall be deemed given when sent. Any notices required to be given to the Holders of Notes represented by global notes will be given to the Depository in accordance with applicable procedures. The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing Persons designated to give such instructions or directions and containing specimen signatures of such designated Persons, which such incumbency certificate shall be amended and replaced whenever a Person is to be added or deleted from the listing. If the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method), the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage (or if first-class mail is unavailable, by airmail) prepaid, to each Holder of Notes (or the first name in the case of joint Holders) affected by such event, event at his its address as it appears in the Note Register, within Register or at the time address provided by such Holder in writing to the Trustee not later than the latest date and not earlier than the earliest date prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice when mailed to a Holder in the aforesaid manner shall be conclusively deemed given to have been received by such Holder whether or not actually received by such Holder on the first fourth Business Day after the date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after of mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other provision of this Indenture or any Notecause, subject it shall be impracticable to the requirements of the TIA, where this Indenture or any Note provides for mail notice of any event (including as required by any provisions of this Indenture, then any method of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of redemption) such notice. So long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, all notices to any Holder Holders of an interest the Notes will also be published in a Global Note (whether by mail or otherwise)daily newspaper of general circulation in Luxembourg. It is expected that such publication will be the Luxemburger Wort. If publication as aforesaid is not practicable, such notice shall will be sufficiently validly given if given to made in accordance with the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures rules of the Depository or such depositaryLuxembourg Stock Exchange.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his its address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder when mailed whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice n▇▇▇▇▇ may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. SECTION 108. CONFLICT OF ANY PROVISION OF INDENTURE WITH THE TRUST INDENTURE ACT. Each of the Trustee and the Company agrees to comply with all provisions of the Trust Indenture Act applicable to or binding upon it in connection with this Indenture and any action to be taken hereunder. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any Notemandatory requirement of the Trust Indenture Act, subject such mandatory requirement shall prevail. For greater certainty, if and to the requirements extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the TIATrust Indenture Act, where or conflicts with any provision (an "incorporated provision") required by or deemed to be included in this Indenture or any Note provides for notice by operation of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise)such Trust Indenture Act sections, such notice imposed duties or incorporated provision shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarycontrol.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his his, her or its address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities given as provided herein. Notices given by publication Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail give such notice of any event by mail, then such notification to Holders when of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language. Notwithstanding any other provision of this Indenture or any Security, whenever notice is required to be given to a holder of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Global Security (or its designee), pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving customary procedures of such notice for every purpose hereunderDepositary. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities affected by such event to Holders by the Company or the Trusteeare registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Note Security Register, within the time prescribed for the giving of such notice and (ii) if the Securities of such series are listed on any stock exchange outside the United States, in any place at which such Securities are listed on a securities exchange to the extent that such securities exchange so requires, and mailed to such Persons whose names and addresses as were previously filed with the Trustee, within the time prescribed for giving such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be deemed given on made with the first date on which approval of the Trustee shall constitute a sufficient publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailingof such notice. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture or shall be in the English language except that any Note, subject to the requirements published notice may be in an official language of the TIA, where this Indenture or any Note provides for notice country of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarypublication.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company Issuer or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first-first class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and made, notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing; notices sent by overnight delivery service will be deemed given when delivered; and notices given electronically shall be deemed given when sent. Any notices required to be given to the holders of Notes that are in global form will be given to the Depository pursuant to Applicable Procedures. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture If the Issuer delivers a notice or any Notecommunication to Holders, subject the Issuer shall deliver a copy to the requirements of Trustee and each Agent at the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarysame time.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly providedi) if in writing and mailed, first-class postage prepaid, to each Holder any of the Securities affected by such event, at his address as it appears in the Note Register, within the time prescribed for the giving of such noticeevent are Registered Securities, 1. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices In any case where notice is given to Holders by publication publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on to have been received by such Holder, whether or not such Holder actually receives such notice. For the first date on which publication avoidance of doubt, notice to any Holder(s) of any Security that is made issued in global form and notices given by first-class mail, postage prepaid, registered in the name of a Depositary or a nominee thereof shall be deemed sufficient in all respects if given five calendar days after mailingin compliance with the rules, policies, procedures, practices or instructions of such Depositary. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company Issuer or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first-first class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and made, notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing; notices sent by overnight delivery service will be deemed given when delivered; and notices given electronically shall be deemed given when sent. Any notices required to be given to the holders of Notes that are in global form will be given to the Depository. The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing Persons designated to give such instructions or directions and containing specimen signatures of such designated Persons, which such incumbency certificate shall be amended and replaced whenever a Person is to be added or deleted from the listing. If the Issuer elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. (a) Where this Indenture provides for notice to Holders of any event: (i) if any of the Securities affected by such event to Holders by the Company or the Trusteeare Registered Securities, such notice shall be sufficiently given (unless otherwise herein expressly providedprovided or unless otherwise specified in such Securities) if in writing and delivered in person, mailed, first-class postage prepaidprepaid or sent by overnight courier, to each Holder affected by such event, at his address as it appears in the Note Security Register, within the time prescribed for the giving of such notice, and (ii) if any of the Securities affected by such event are Bearer Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided or unless otherwise specified in such Securities) if (A) published once in an Authorized Newspaper in New York City and London and, if applicable, in Luxembourg or such other place of publication as may be required pursuant to the rules and regulations of any securities exchange on which such Securities are listed, and (B) delivered in person, mailed, first-class postage prepaid or sent by overnight courier to such Persons whose names were previously filed with the Trustee, within the time prescribed for the giving of such notice. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Registered Securities in the manner specified above, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. (b) In any case where notice to a Holder of Registered Securities is given in any manner specified in paragraph (a) above, such notice shall be conclusively presumed to have been duly given, whether or not such Holder receives such notice. In any case where notice to Holders of Registered Securities is given by mailin any manner specified in paragraph (a) above, neither the failure to deliver, mail or send such notice, nor any defect in any notice so mailedmailed or sent, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices given Neither the failure to give notice by publication shall be deemed given on the first date on which publication is made and notices given by first-class mailto Holders of Bearer Securities as provided in paragraph (a) above, postage prepaidnor any defect in any notice so published, shall be deemed given five calendar days after mailing. In case by reason of affect the suspension of or irregularities in regular mail service or by reason sufficiency of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be of Registered Securities given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. provided herein. (c) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities affected by such event to Holders by the Company or the Trusteeare Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Registered Security expressly provided) if in writing and sent by overnight delivery service or mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Note Register, within the time prescribed for the giving of such noticesuch 1. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices In any case where notice is given to Holders by publication publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on to have been received by such Holder, whether or not such Holder actually receives such notice. For the first date on which publication avoidance of doubt, notice to any Holder(s) of any Security that is made issued in global form and notices given by first-class mail, postage prepaid, registered in the name of a Depositary or a nominee thereof shall be deemed sufficient in all respects if given five calendar days after mailingin compliance with the rules, policies, procedures, practices or instructions of such Depositary. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaidprepaid at the expense of the Issuer, to each Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding For so long as any Securities are listed on any securities exchange, the Issuer shall publish such notices as may be required by the rules and regulations of such securities exchange. In case by reason of the suspension of regular mail service or by reason of any other provision cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of this Indenture or the Trustee shall constitute a sufficient notification for every purpose hereunder. The Issuer may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices as a convenience to Holders; provided that any Note, subject such notice may state that no representation is made as to the requirements correctness of such numbers either as printed on the TIASecurities or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Securities, where this Indenture and any such notice to Holders shall not be affected by any defect in or any Note provides for notice omission of such numbers. The Issuer shall promptly notify the Trustee in writing of any event (including any notice of redemption) to any Holder of an interest change in a Global Note (whether by mail the “CUSIP” or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary“ISIN” numbers.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to each Holder affected by such event, at his its address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice when mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. Section 108. Conflict with Trust Indenture Act. --------------------------------- If any provision hereof limits, qualifies or conflicts with any provision of the Trust Indenture Act or another provision which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, the provision or requirement of the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any Note, subject to the requirements provision of the TIATrust Indenture Act that may be so modified or excluded, where the latter provision shall be deemed to apply to this Indenture as so modified or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise)be excluded, such notice shall be sufficiently given if given to as the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarycase may be.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his such Holder’s address as it appears in the Note Security Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice when mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other provision cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Where this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any a Holder of an interest in a Global Note (whether by mail or otherwise)Security, such notice shall be sufficiently given if given to the Depository or any other applicable depositary Depositary for such Global Note Security (or its designee) according ), pursuant to the applicable procedures Applicable Procedures of the Depository or Depositary, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such depositarynotice. Notwithstanding anything to the contrary contained herein, as long as the Securities are in the form of a Global Security, notice to the Holders may be made electronically in accordance with Applicable Procedures.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event or any other communication to Holders by the Company or the TrusteeHolders, such notice or other communication shall be sufficiently given to Holders (unless otherwise herein expressly provided) if in writing and delivered in person or mailed, first-class postage prepaid, to each Holder affected by such event, at his address Holders as it appears their names and addresses appear in the Note Bond Register, within the time prescribed for prescribed. Any notice provided to Holders pursuant hereto shall be provided to the giving of such noticeTrustee as well, in the manner set forth in SECTION 104. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency event of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail give notice of any event to Holders when by mail, such notice is required to or other communication shall be given pursuant sent by telex, telecopy or other facsimile transmission or by overnight courier, provided that any such notice or other communication sent to any provision of this Indenture, then Holder in any such manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of given only upon receipt by such notice for every purpose hereunderHolder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers Such waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon on such waiver. Notwithstanding In any case where notice to Holders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Holder, shall affect the sufficiency of such notice with respect to other provision Holders, and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date (the "Special Record Date") for the purpose of determining the Holders entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to such first solicitation or vote, as the case may be. With regard to any such record date, only the Holders on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action or to revoke any such act, whether or not such Holders continue to be Holders after such record date. Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositaryBonds.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his its address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder when mailed whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. SECTION 108. CONFLICT OF ANY PROVISION OF INDENTURE WITH THE TRUST INDENTURE ACT. Each of the Trustee and the Company agrees to comply with all provisions of the Trust Indenture Act applicable to or binding upon it in connection with this Indenture and any action to be taken hereunder. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any Notemandatory requirement of the Trust Indenture Act, subject such mandatory requirement shall prevail. For greater certainty, if and to the requirements extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the TIATrust Indenture Act, where or conflicts with any provision (an "incorporated provision") required by or deemed to be included in this Indenture or any Note provides for notice by operation of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise)such Trust Indenture Act sections, such notice imposed duties or incorporated provision shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarycontrol.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, within the time prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note global note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his such Holder's address as it appears in the Note Debenture Register, within not later then the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice when mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given conclusively to have been received by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case such Holder whether or not actually received by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunderHolder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Section 107. Conflict with Trust Indenture ActSection 107. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any Note, subject to the requirements provision of the TIATrust Indenture Act that may be so modified or excluded, where the latter provision shall be deemed to apply to this Indenture as so modified or any Note provides to be excluded, as the case may be. Section 108. Effect of Headings and Table of ContentsSection 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice convenience only and shall be sufficiently given if given to not affect the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositaryconstruction hereof.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or by overnight courier guaranteeing next day delivery, by facsimile or by electronic mail, to each such Holder affected by such event, at his such Holder’s address, facsimile number or email address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. In any case where notice to Holders is given by mailas provided herein, neither the failure to mail send such notice, nor any defect in any notice so mailedsent, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice mailed or sent to a Holder in the manner herein prescribed shall be conclusively deemed given on to have been received by such Holder, whether or not such Holder actually receives such notice. In the first date on which publication is made and case of a global Security, notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailingin accordance with the applicable procedures of the Depositary. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail give such notice by mail, then such notification to Holders as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event or any other communication (including any notice of redemption or repurchase) to Holders when a Holder of a global Security (whether by mail or otherwise), such notice is required shall be sufficiently given if given to be given the Depositary (or its designee) pursuant to any provision of this Indenturethe standing instructions from the Depositary or its designee, then any manner of giving such notice as shall be satisfactory to including by electronic mail in accordance with accepted practices at the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunderDepositary. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his such Holder's address as it appears in the Note Security Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice when mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any Note, subject to the requirements provision of the TIATrust Indenture Act that may be so modified or excluded, where the latter provision shall be deemed to apply to this Indenture as so modified or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise)be excluded, such notice shall be sufficiently given if given to as the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarycase may be.

Notice to Holders; Waiver. Where this Indenture provides for ------------------------- notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders given as provided herein. Notices given by publication Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail give such notice of any event by mail, then such notification to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of notification to such notice Holders for every purpose hereunder. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. of the Original Indenture is hereby amended and restated with respect to the Securities (but not with respect to any other series of Securities (as defined in the Original Indenture)) as follows: “Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and maileddelivered in person, mailed using the U.S. postal system, first-class postage prepaid, delivered by facsimile, with confirmation of transmission, or delivered by overnight courier, to each Holder affected by such event, at his such Holder’s address as it appears in the Note Security Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when Any such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall will be deemed to be a sufficient giving have been given at the time delivered, if delivered in person; on the fifth day after being mailed using the U.S. postal system; upon confirmation of such notice for every purpose hereundertransmission, if delivered by facsimile; or the next Business Day, if sent by overnight courier. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other provision cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee or as otherwise provided in this Indenture or any Note, subject to the requirements of the TIA, where shall constitute a sufficient notification for every purpose hereunder. Whenever under this Indenture or any Note provides for notice of any event (including the Trustee is required to provide any notice by mail, in all cases the Trustee may alternatively provide notice by overnight courier or by facsimile, with confirmation of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarytransmission.”

Notice to Holders; Waiver. Where Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event to Holders by event, the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such the event, at his the Holder's address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of the notice. In case, by reason of the suspension of or irregularities in regular mail service or for any other reason, it shall be impossible or impracticable to mail notice of any event to Holders when the notice is required to be given pursuant to any provision of this Indenture or of the Junior Subordinated Debentures, then any manner of giving such notice as shall reasonably be satisfactory to the Trustee shall be deemed to be a sufficient giving of the notice. In any case where notice to Holders of Registered Securities is to be given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such the notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason Holders of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunderRegistered Securities. Where this Indenture provides for notice in any manner, such the notice may be waived in writing by the Person entitled to receive such the notice, either before or after the event, and such that waiver shall be the equivalent of such the notice. Waivers of notice by Holders shall be filed with the Trustee, but such the filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any Any request, demand, authorization, direction, notice, consent, election, waiver or other provision of Act required or permitted under this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to in the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositaryEnglish language.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of SENs by the Company Company, the Guarantor or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, prepaid to each such Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders of SENs is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of SENs given as provided. Notices given by publication Any notice mailed to a Holder in the manner herein provided shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mail, postage prepaid, shall be deemed given five calendar days after mailingsuch Holder whether or not such Holder actually receives such notice. In case case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable impractical to mail notice of any event to Holders of SENs when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to each Holder affected by such event, at his its address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice when mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. Section 108. Conflict with Trust Indenture Act. The requirements of the Trust Indenture Act shall not apply to this Indenture unless otherwise required by law. To the extent the requirements of the Trust Indenture Act are required by law, if any provision hereof limits, qualifies or conflicts with any provision of the Trust Indenture Act or another provision which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, the provision or requirement of the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any Note, subject to the requirements provision of the TIATrust Indenture Act that may be so modified or excluded, where the latter provision shall be deemed to apply to this Indenture as so modified or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise)be excluded, such notice shall be sufficiently given if given to as the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarycase may be.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities affected by such event to Holders by the Company or the Trusteeare Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his or her address as it appears in the Note Register, within the time prescribed for the giving of such notice, and (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published twice in an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as may be specified as contemplated by Section 3.1. Such notices shall be deemed to have been given on the date of such mailing or publication. In any case where notice to Holders is given by mailmail or by publication, neither the failure to mail or publish such notice, nor any defect in any notice so mailedmailed or published, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or of Bearer Securities. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case Any notice If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities affected by such event to Holders by the Company or the Trusteeare Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Registered Security expressly provided) if in writing and sent by overnight delivery service or mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Note Register, within the time prescribed for the giving of such notice, and (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as may be specified as contemplated by Section 3.1. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices In any case where notice is given to Holders by publication publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities affected by such event to Holders by the Company or the Trusteeare Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Note Register, Register within the time prescribed for the giving of such noticenotice and, (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as may be specified as contemplated by Section 3. 1. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices In any case where notice is given to Holders by publication publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, event and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture or the Securities of any series provides for notice to Holders of the Securities of any event to Holders by the Company or the Trusteeseries of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to each Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice when mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding Notices to Holders of Bearer Securities shall be provided as may be specified pursuant to Section 301. In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. Section 108. Conflict with Trust Indenture Act. --------------------------------- If any provision hereof limits, qualifies or conflicts with any provision of the Trust Indenture Act or another provision which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, the provision or requirement of the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any Note, subject to the requirements provision of the TIATrust Indenture Act that may be so modified or excluded, where the latter provision shall be deemed to apply to this Indenture as so modified or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise)be excluded, such notice shall be sufficiently given if given to as the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarycase may be.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities affected by such event to Holders by the Company or the Trusteeare Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his or her address as it appears in the Note Register, within the time prescribed for the giving of such notice, and (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as may be specified as contemplated by Section 3.1. Such notices shall be deemed to have been given on the date of such mailing or publication. In any case where notice to Holders is given by mailmail or by publication, neither the failure to mail or publish such notice, nor any defect in any notice so mailedmailed or published, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or of Bearer Securities. Notices given by publication Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision In case by reason of this Indenture or any Note, subject to the requirements suspension of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by regular mail or otherwise), such notice shall be sufficiently given if given to the Depository service or any other applicable depositary for cause it shall be impracticable to give such Global Note (or its designee) according to notice by mail, then such notification as shall be made with the applicable procedures approval of the Depository or such depositaryTrustee shall constitute sufficient notification for every purpose hereunder.

Notice to Holders; Waiver. (a) Where this Amended Indenture provides for notice of any event to Holders any Holder by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing (in the English language) and mailed, first-class postage prepaid, to each Holder affected by such event, at his such Holder address as it appears in the Note Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders a Holder is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular such Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaidwhether or not such Holder actually receives such notice. Notwithstanding any other provision of this Amended Indenture or any Note, where this Amended Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be deemed sufficiently given five calendar days if given to the Depositary (or its designee) pursuant to the customary procedures of the Depositary or its designee, including by electronic mail in accordance with the Applicable Procedures or the Depositary’s other operational arrangements. Where this Amended Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after mailingthe event, and such waiver shall be the equivalent of such notice. Waivers of notice by a Holder shall be filed by such Holder with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. (b) In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Amended Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides . (c) The Trustee may rely upon and comply with instructions or directions sent via unsecured facsimile or email transmission and the Trustee shall not be liable for notice in any mannerloss, such notice may be waived in writing liability or expense of any kind incurred by the Person entitled Company or the Holders due to receive the Trustee’s reliance upon and compliance with instructions or directions given by unsecured facsimile or email transmission; provided that such notice, either before losses have not arisen from the gross negligence or after the event, and such waiver shall be the equivalent willful misconduct of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to it being understood that the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements failure of the TIATrustee to verify or confirm that the person providing the instructions or directions, where this Indenture is, in fact, an authorized person does not constitute gross negligence or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarywillful misconduct.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his such Holder's address as it appears in the Note Debenture Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice when mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given conclusively to have been received by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case such Holder whether or not actually received by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunderHolder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Section 107. Conflict with Trust Indenture ActSection 107. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any Note, subject to the requirements provision of the TIATrust Indenture Act that may be so modified or excluded, where the latter provision shall be deemed to apply to this Indenture as so modified or any Note provides to be excluded, as the case may be. Section 108. Effect of Headings and Table of ContentsSection 108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice convenience only and shall be sufficiently given if given to not affect the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositaryconstruction hereof.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or if electronically, by any appropriate applicable means, in each case to each Holder affected by such event, at his address as it appears in the Note Register, within the time prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-first class mail, postage prepaid, shall be deemed given five calendar days after mailing. Notices given electronically shall be deemed given when sent. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of an event (i) if any of the Securities affected by the Company or the Trusteesuch event are Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, mailed first-class postage prepaid, prepaid to each such Holder affected by such event, at his address as it appears in the Note Register, Register within the time prescribed for the giving of such noticenotice and, (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in an Authorized 1. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices In any case where notice is given to Holders by publication publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice with respect to any Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, event and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaidregistered mail, return receipt requested, to each such Holder affected by such event, at his its address as it appears in the Note Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such noticenotice and, in those cases where notice by publication is expressly permitted or expressly required by the terms of this Indenture or the TIA, such notice shall be sufficiently given (unless otherwise herein expressly provided) if published once in an Authorized Newspaper. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders given as provided herein. Notices In any case where notice is given to any Holder by publication pursuant to the express provisions of this Indenture (unless otherwise herein expressly provided), neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of any notice by mail to other Holders given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. (a) Where this Indenture provides for notice to Holders of any event: (i) if any of the Securities affected by such event to Holders by the Company or the Trusteeare Registered Securities, such notice shall be sufficiently given (unless otherwise herein expressly providedprovided or unless otherwise specified in such Securities) if in writing and delivered in person, mailed, first-class postage prepaidprepaid or sent by overnight courier, to each Holder affected by such event, at his address as it appears in the Note Security Register, within the time prescribed for the giving of such notice, and (ii) if any of the Securities affected by such event are Bearer Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided or unless otherwise specified in such Securities) if (A) published once in an Authorized Newspaper in New York City and London and, if applicable, in such other place of publication as may be required pursuant to the rules and regulations of any securities exchange on which such Securities are listed, and (B) delivered in person, mailed, first-class postage prepaid or sent by overnight courier to such Persons whose names were previously filed with the Trustee, within the time prescribed for the giving of such notice. (b) In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders of Registered Securities in the manner specified above, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. (c) In any case where notice to a Holder of Registered Securities is given in any manner specified in paragraph (a) above, such notice shall be conclusively presumed to have been duly given, whether or not such Holder receives such notice. In any case where notice to Holders of Registered Securities is given by mailin any manner specified in paragraph (a) above, neither the failure to deliver, mail or send such notice, nor any defect in any notice so mailedmailed or sent, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices given Neither the failure to give notice by publication shall be deemed given on the first date on which publication is made and notices given by first-class mailto Holders of Bearer Securities as provided in paragraph (a) above, postage prepaidnor any defect in any notice so published, shall be deemed given five calendar days after mailing. In case by reason of affect the suspension of or irregularities in regular mail service or by reason sufficiency of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be of Registered Securities given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. provided herein. (d) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of . (e) Where this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note Security provides for notice of any event (including or any notice of redemption) other communication to any a Holder of an interest in a Global Note global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable Person designated as depositary for such Global Note (global Security pursuant to the standing instructions from, by agreement with or by applicable procedures of such depositary or its designee) according to the applicable procedures of the Depository or , including by electronic mail in accordance with accepted practices at such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company Issuers or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first-first class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and made, notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case ; notices sent by reason of the suspension of or irregularities in regular mail overnight delivery service or by reason of any other cause, it will be deemed given when delivered; and notices given electronically shall be impracticable to mail notice of any event to Holders deemed given when such notice is sent. Any notices required to be given to the holders of Notes that are in global form will be given to Euroclear and Clearstream, as applicable, for communication to entitled account holders. The Trustee and each Agent agree to accept and act upon instructions or directions pursuant to any provision this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods; provided, however, that the Trustee and the Agents shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of this Indenturesuch designated persons, then any manner of giving which such notice as incumbency certificate shall be satisfactory amended and replaced whenever a person is to be added or deleted from the listing. If the Issuers elect to give the Trustee or any Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee or such Agent in its discretion elects to act upon such instructions, the Trustee’s or such Agent’s understanding of such instructions shall be deemed controlling. The Trustee and the Agents shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or such Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuers agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee shall be deemed to be a sufficient giving and the Agents, including without limitation the risk of such notice for every purpose hereunderthe Trustee and the Agents acting on unauthorized instructions, and the risk or interception and misuse by third parties. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of an event (i) if any of the Securities affected by the Company or the Trusteesuch event are Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, mailed first-class postage prepaid, prepaid to each such Holder affected by such event, at his address as it appears in the Note Register, Register within the time prescribed for the giving of such noticenotice and, (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise 1. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices In any case where notice is given to Holders by publication publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice with respect to any Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of such notice notification for every purpose hereunder. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, event and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders of an event (i) if any of the Securities affected by the Company or the Trusteesuch event are Registered Securities, such notice to the Holders thereof shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, mailed first-class postage prepaid, prepaid to each such Holder affected by such event, at his address as it appears in the Note Register, Register within the time prescribed for the giving of such noticenotice and, (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as may be specified as contemplated by Section 3.01. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other HoldersHolders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Notices In any case where notice is given to Holders of Bearer Securities by publication publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to any Holders of Registered Securities given as provided herein. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving give such notice as provided above, then such notification as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving notification for every purpose hereunder with respect to a Holder of Registered Securities. If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice for every purpose hereunderwith respect to a Holder of Bearer Securities. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, event and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed given on the first date on which publication is made and notices given to have been received by first-class mailsuch Holder, postage prepaid, shall be deemed given five calendar days after mailingwhether or not such Holder actually receives such notice. In case If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, cause it shall be impracticable to mail give such notice of any event by mail, then such notification to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to made with the approval of the Trustee shall be deemed to be constitute a sufficient giving of notification to such notice Holders for every purpose hereunder. Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of suspension of regular mail service or by reason of any other provision of this Indenture cause it shall be impracticable to give such notice by mail, then such notification as shall be made by or any Note, subject to with the requirements approval of the TIA, where this Indenture or any Note provides Trustee shall constitute a sufficient notification for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositaryevery purpose hereunder.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to each Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication Any notice when mailed to a Holder in the aforesaid manner shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be conclusively deemed to be a sufficient giving of have been received by such notice for every purpose hereunderHolder whether or not actually received by such Holder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding In case by reason of the suspension of regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event as required by any provision of this Indenture, then any method of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. If any provision hereof limits, qualifies or conflicts with any provision of the Trust Indenture Act or another provision which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, the provision or requirement of the Trust Indenture Act shall control. If any provision of this Indenture modifies or excludes any Note, subject to the requirements provision of the TIATrust Indenture Act that may be so modified or excluded, where the latter provision shall be deemed to apply to this Indenture as so modified or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise)be excluded, such notice shall be sufficiently given if given to as the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositarycase may be.

Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event to Holders by the Company or the Trusteeevent, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Security Register, within not later than the time latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding For so long as any other provision Securities are represented by Book-Entry Securities, all notices to holders of this Indenture or any Note, subject the Securities will be delivered to Euroclear and Clearstream for communication by them to the requirements persons shown in their records as having interests in such Book-Entry Securities credited to them and any such notices will be deemed to have been given on the seventh day after delivery to Euroclear and Clearstream. For so long as the Securities are listed on the ISE and the rules of the TIAISE so require, where this Indenture or the Company shall such publish any Note provides for notice notices at least once through the Regulatory News System offered by the ISE through its Companies Announcements Office. Such notices will be deemed to have been given on the date of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice publication. In case it shall be sufficiently given if given impracticable for any reason to give notice as contemplated herein, then such notification as shall be made with the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures approval of the Depository or such depositary.Trustee shall constitute a sufficient notification for every purpose hereunder. (NY) 18002/046/INDENTURE/indenture.doc

Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first-first class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, within not later than the time latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication shall be deemed given on the first date on which publication is made and made, notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailingbeing mailed and notices given electronically will be deemed given when sent. The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties. In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Notwithstanding any other provision of this Indenture or any Note, subject to the requirements of the TIA, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to any Holder of an interest in a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository or any other applicable depositary for such Global Note (or its designee) according to the applicable procedures of the Depository or such depositary.