Common use of Global Securities Clause in Contracts

Global Securities. The provisions of this Section 305(b) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in of this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 305 and the Depositary as otherwise provided in this Article Three authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee in writing that it such Depositary is unwilling no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to continue to act as Depositary for such Global Security or locate a qualified successor, (ii) has ceased the Corporation executes and delivers to be the Trustee a clearing agency registered under Corporation Order stating that the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of Corporation elects to terminate the Issuer becoming aware of book-entry system through the Depositary’s ceasing to be so registered as the case may be, or (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Ciii) there shall have occurred and be continuing an Event of Default with respect Default. (c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities and the Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by interest in any Global Security, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and the Depositary as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided . (e) Securities distributed to holders of Book-Entry Capital Securities (as defined in the third paragraph applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Book-Entry Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Section 305(b) aboveIndenture and the Securities, and owners of beneficial interests in a Global Security held on their behalf by shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Depositary Global Security shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Securityshown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeveror its Agent Members. Neither the Trustee nor any of its agents the Securities Registrar shall have any responsibility or liability for the actions taken or not taken in respect of any transfers effected by the Depositary. Notwithstanding the foregoing, . (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary for any Global Security may grant proxies and otherwise authorize any person, including shall be limited to those established by law and agreements between such owners and the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityDepositary and/or its Agent Members.

Global Securities. The provisions Each series of this Section 305(b) the Notes shall apply only to initially be issued in the form of one or more Global Securities. Each Global Security authenticated under this Indenture shall be Securities registered in the name of a nominee of the Depositary designated for Depositary. Except under the limited circumstances described below, Notes represented by such Global Security or Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Paying Agent, Security Registrar or other agent is hereby authorized to act in accordance with such letter and applicable Depositary procedures. The Global Securities described above may not be transferred except as a whole by the Depositary to a nominee thereof and delivered of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee or by the Depositary or any such nominee to a successor Depositary or a nominee thereof or custodian thereforof such successor Depositary, unless and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be until the Notes are exchanged in whole or in part for Securities registeredNotes in definitive form. Subject to the procedures of the Depositary, and no transfer of a Global Security in whole or in part may representing the Notes of either series shall be made or registered, exchangeable for Notes of such series registered in the name names of any Person Persons other than the Depositary or its nominee only if (i) the Depositary notifies the Trustee and the Issuer in writing that it is no longer willing or able to properly discharge its responsibilities as a Depositary for such Global Security or a nominee thereof unless (A) such and no qualified successor Depositary (i) has notified shall have been appointed by the Issuer that it is unwilling within ninety (90) days of receipt by the Issuer of such notification, or unable to continue to act as if at any time the Depositary for such Global Security or (ii) has ceased ceases to be a clearing agency registered under the Exchange Act, if Act at a time when the Depositary is required to be so required by applicable law or regulation, registered to act as such Depositary and no qualified successor Depositary for such Securities shall have been appointed by the Issuer within 90 ninety (90) days after it becomes aware of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may becessation, (Bii) the Issuer in its sole discretion shall have notified executes and delivers to the Depositary by Trustee an Issuer Order stating that the Global Securities shall be exchanged for such SecuritiesIssuer elects to terminate the book-entry system through the Depositary, or (Ciii) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Security. Any Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject exchangeable pursuant to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof sentence shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except exchangeable for the exchange rights Notes it represents, as provided in the third paragraph of this Section 305(b) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityOriginal Indenture.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in of this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 305 and the Depositary as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in of this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 305 and the Depositary as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary Depository or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in of this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee and in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 305 and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. (i) The provisions Global Securities and the Transfer Agent’s certificate of authentication thereof shall be in substantially the forms set forth in Exhibit A attached hereto and incorporated herein by this Section 305(b) shall apply only reference, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may be required by applicable law or any rule or regulation pursuant thereto, all as may be determined by the Officers executing such Global Securities, as evidenced by their execution of the Global Securities. Any portion of the text of any Global Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Global Security. (ii) Each Global Security authenticated under this Indenture will represent such of the TRA Rights as will be specified therein and each shall provide that it represents the aggregate number of TRA Rights from time to time endorsed thereon and that the aggregate number of TRA Rights represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges thereof. (iii) Except as provided in clause (d) of Section 6.4 below: (1) TRA Rights issued to QIBs in reliance upon an exemption from the registration requirements of the Securities Act may be represented by one or more Global Securities in definitive, fully registered, global form (collectively, the “Rule 144A Global Securities”) or by Direct Registration Securities; (2) TRA Rights issued to IAIs in reliance upon an exemption from the registration requirements of the Securities Act may be represented by one or more Global Securities in definitive, fully registered, global form (collectively, the “IAI Global Securities”) or by Direct Registration Securities; (3) TRA Rights issued to AIs in reliance upon an exemption from the registration requirements of the Securities Act on the Issue Date shall only be represented by Direct Registration Securities; and (4) TRA Rights issued to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S may be represented by one or more Global Securities in fully registered, global form (the “Regulation S Global Security” and, collectively with the Rule 144A Global Securities and the IAI Global Securities, the “Global Securities”), which shall be registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”), or by Direct Registration Securities. (iv) The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Security that are held by participants through Euroclear or Clearstream. (v) The Global Securities shall bear the Global Securities Legend. The Global Securities initially shall (i) be registered in the name of the Depositary or the nominee of such Depositary, in each case for credit to an account of an Agent Member (as defined below), (ii) be delivered to the Transfer Agent as custodian for such Depositary and (iii) bear the Restricted Securities Legend. (vi) Members of, or direct or indirect participants in, the Depositary (collectively, the “Agent Members”) shall have no rights under this Agreement with respect to any Global Security held on their behalf by the Depositary, or the Transfer Agent as its custodian, or under the Global Securities. The Depositary may be treated by the Company, the Transfer Agent and any agent of the Company or the Transfer Agent as the absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Transfer Agent or any agent of the Company or the Transfer Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any TRA Right. (vii) A Global Security may not be transferred except as a whole by the Depositary to a nominee thereof and delivered of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee thereof of such successor Depositary. Interests of beneficial owners in the Global Securities may be transferred or custodian thereforexchanged for Direct Registration Securities only in accordance with the applicable rules and procedures of the Depositary and the provisions of this Section 6.2(d)(vii) or Section 6.4. In addition, and each such a Global Security shall constitute a single Security be exchangeable for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Direct Registration Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than if (x) the Depositary for such Global Security or a nominee thereof unless (A1) such Depositary (i) has notified notifies the Issuer Company that it is unwilling or unable to continue to act as Depositary depository for such Global Security and the Company thereupon fails to appoint a successor depository or (ii2) has ceased to be a clearing agency registered under the Exchange Act, if so required by applicable law Act or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cy) there shall have occurred and be continuing an Event a Material Breach and a request has been made for such exchange; provided that in no event shall the Regulation S Temporary Global Security be exchanged by the Company for Direct Registration Securities prior to (x) the expiration of Default with respect the Restricted Period and (y) the receipt by the Security Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Act. In all cases, Direct Registration Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued delivered in exchange for a any Global Security or any portion thereof beneficial interests therein shall be registered in such names as the names, and issued in any approved denominations, requested by or on behalf of the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(baccordance with its customary procedures. (viii) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, through the Depositary Restricted Period, Regulation S Direct Registration Securities (and interests therein) may not be sold, transferred or otherwise disposed of to a U.S. Person (as defined in Regulation S) or for the account or benefit of a U.S. Person (as defined in Regulation S) unless such sale, transfer or other disposition is made in accordance with the applicable provisions of Section 6.4. (ix) The Holder of any Global Security may grant proxies and otherwise authorize any personPerson, including the beneficial owners of Agent Members and Persons that may hold interests in such Global Securitythrough Agent Members, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityAgreement or the TRA Rights.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Issuer for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer and the Trustee in writing that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if so required by applicable law Act or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification announces an intention permanently to cease business or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may bedoes in fact do so, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to such Global Security, or (iii) the Issuer delivers an Officers' Certificate to the Trustee stating that the Issuer has determined not to have all the Securities and represented by the beneficial owners of not less than 50% Global Security. (c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Registrar, for exchange or cancellation, as provided in this Article. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case as provided in this Article, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Registrar, whereupon the Trustee and shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records in accordance with its rules and procedures. Upon any such surrender or adjustment of a Global Security, the Trustee shall as provided in this Article, authenticate and make available for delivery any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed in writing by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Issuer shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article if such Global Security shall direct. order, direction or request is given or made in accordance with the Depositary's rules and procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveSecurities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Depositary's rules and procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its participants and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the owners or holders thereof. Notices given to the Holders thereof for any purpose under this Indenture and of the Security shall be deemed given if sent to the Depositary. The Trustee shall have no rights under this Indenture with respect obligation to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of the Securities. (f) Upon the transfer of beneficial interests in a Restricted Global Security under circumstances permitting the removal of the Restricted Securities legend contemplated in Section 2.14 if the Securities represented by such beneficial interest were not in the form of a Global Security, to take any action which such transferred beneficial interest shall be represented by a Holder beneficial interest in a Global Security that is entitled to take under this Indenture with respect to such not a Restricted Global Security.

Global Securities. The provisions of this Section 305(b305(c) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b305(c) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security. Until the termination of the Restricted Period with respect to Securities of a series, interests in any Regulation S Global Security of such series may be held only through Agent Members acting for and on behalf of Euroclear and Clearstream; provided, however, that the Trustee shall have no responsibility to determine compliance with this requirement.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee in writing that it such Depositary is unwilling no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Company is unable to continue to act as Depositary for such Global Security or locate a qualified successor, (ii) has ceased the Company executes and delivers to be the Trustee a clearing agency registered under Company Order stating that the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of Company elects to terminate the Issuer becoming aware of book-entry system through the Depositary’s ceasing to be so registered as the case may be, or (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Ciii) there shall have occurred and be continuing an Event of Default with respect Default. (c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities and the Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by interest in any Global Security, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar or an appropriate notation made on the Global Security, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and the Depositary as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except . (e) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the exchange rights provided in the third paragraph of this Section 305(b) aboveSecurities, and owners of beneficial interests in a Global Security held on their behalf by shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Depositary Global Security shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Securityshown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeveror agent. Neither the Trustee nor any of its agents the Securities Registrar shall have any responsibility or liability for the actions taken or not taken in respect of any transfers effected by the Depositary. Notwithstanding the foregoing, . (f) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary for any Global Security may grant proxies and otherwise authorize any person, including shall be limited to those established by law and agreements between such owners and the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityDepositary and/or its Agent Members.

Global Securities. The provisions of this Section 305(b) 2.7 shall apply only to Global Securities. . (a) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of under this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security evidencing the Securities of any series may be exchanged in whole or in part for Securities of such series registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified the Issuer Company that it is unwilling or unable to continue to act its services as Depositary for such Global Security and no successor Depositary has been appointed within 90 days after such notice, or (ii) has ceased such Depositary ceases to be a “clearing agency agency” registered under Section 17A of the Exchange Act, if Act when the Depositary is required to be so required by applicable law or regulation, registered to act as the Depositary and no successor Depositary for such Securities shall have has been appointed within 90 days of such notification or of the Issuer Company becoming aware of the Depositary’s ceasing such failure to be so registered as the case may beregistered, (Biii) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order Company determines at any time that the Securities of such series shall no longer be represented by Global Securities shall be exchanged for such Securities, in which case the Company shall inform such Depositary of such determination and participants in such Depositary may elect to withdraw their beneficial interests in the Securities from such Depositary, or (Civ) there any event shall have occurred and be continuing that, after notice or lapse of time, or both, would constitute an Event of Default with respect to such series of Securities, and such exchange is requested by or on behalf of the Depositary in accordance with customary procedures following the request of a Beneficial Owner seeking to exercise or enforce its rights under the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or series. (Dc) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraphSection 2.7(b), any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. . (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, thereof shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for . (e) Subject to the exchange rights provided in provisions of Section 2.7(g), the third paragraph of this Section 305(b) aboveregistered Securityholder may grant proxies and otherwise authorize any Person, owners of beneficial including Agent Members and Persons that may hold interests in through Agent Members, to take any action which a Global Security held on their behalf by a Depositary shall not be Securityholder is entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose take under this Indenture or the Securities. (f) In the event of the occurrence of any of the events specified in Section 2.7(b), (i) the Company shall promptly make available to the Trustee a reasonable supply of such certificated Securities in definitive, fully registered form, without interest coupons, and (ii) the Trustee shall promptly exchange each beneficial interest in the applicable Global Security for one or more certificated Securities in definitive, fully registered form, without interest coupons, in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon such Global Security will be deemed canceled. (g) Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf Agent Members may act, shall have no any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and such the Depositary or its nominee such nominee, as the case may be, may be treated by the IssuerCompany, the Trustee and any agent of any of them the Company or the Trustee as the Holder absolute owner and owner holder of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary for or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any Global Security other Person on whose behalf an Agent Member may grant proxies and otherwise authorize act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The provisions of this Section 305(b) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary requests the issuance of definitive securities. If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article 2. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 2.09, then either (A) such Global Security shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall authenticate and make available for delivery any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for such or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Security Securities. The Trustee shall directbe entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article 2 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof, in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. Except The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members, and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, Global Security shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall (i) be registered in the name of the Depositary designated (or its nominee) for such Global Security or a nominee thereof and Securities, (ii) be delivered to such the Depositary (or its nominee) or the Global Security Custodian and (iii) bear a legend as required by Section 2.7(d). Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or a nominee thereof by the Global Security Custodian or custodian thereforunder such Global Security, and each the Depositary may be treated by the Issuer, any Guarantor, the Trustee and any agent of the Issuer, any Guarantor or the Trustee as the absolute owner of such Global Security shall constitute a single Security for all purposes of this Indenturewhatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, any Guarantor, the Trustee or any agent of the Issuer or the Trustee, from giving effect to any written certification, proxy or other provision authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in this Indentureany Global Security. Transfers of a Global Security shall be limited to transfers of such Global Security in whole, no but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be exchanged transferred in whole or accordance with the rules and procedures of the Depositary. In addition, Definitive Securities shall be transferred to all beneficial owners in part exchange for Securities registered, and no transfer of their beneficial interests in a Global Security in whole or in part may be made or registered, in the name of any Person other than if (x) the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified notifies the Issuer that it is unwilling or unable to continue to act as Depositary for such the Global Security Securities or (ii) has ceased the Depositary ceases to be a “clearing agency agency” registered under the Exchange Act, if so required Act and a successor depositary is not appointed by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed the Issuer within 90 ninety (90) days of such notification notice or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (By) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default of which the Trustee has notice (as determined in accordance with respect to the Securities Section 7.1(g)) has occurred and is continuing and the Registrar has received a request from the Depositary to issue such Definitive Securities. In addition, the Issuer may notify the Depositary, at any time, that Definitive Securities shall be promptly transferred to all beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of their beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The provisions (a) Upon the election of this Section 305(ba Holder after the Original Issue Date other than an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, which election need not be in writing, the Securities owned by such Holder shall apply only to be issued in the form of one or more Global SecuritiesSecurities registered in the name of the Depositary or its nominee. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registereddefinitive, physical Securities, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee and the Company in writing that it such Depositary is unwilling no longer willing or unable able to continue to act properly discharge its responsibilities as Depositary for with respect to such Global Security or Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) has ceased such Depositary ceases to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, Act and no successor Depositary for such Securities shall have been is appointed by the Company within 90 ninety (90) days after obtaining knowledge of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may beevent, (Biii) the Issuer in its sole discretion shall have notified Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, or (Civ) there an Event of Default shall have occurred and be continuing an Event continuing. Upon the occurrence of Default with respect any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustee shall recognize such owners of not less than 50% beneficial interests as Holders. (c) Notwithstanding any provision to the contrary herein, so long as a Global Security remains Outstanding and is held by or on behalf of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstancesDepositary, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange transfers of a Global Security for other Securities may be made or any interest therein, in whole or in part, and all Securities issued shall only be made in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to accordance with this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityArticle III.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in of this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancelation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security advise shall be so surrendered for exchange or cancelation, as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the applicable procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 305 and the Depositary as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such Global Security shall direct. order, direction or request is given or made in accordance with the applicable procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the applicable procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its agent members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee in writing that it such Depositary is unwilling no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to continue to act as Depositary for such Global Security or locate a qualified successor, (ii) has ceased the Corporation executes and delivers to be the Trustee a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Corporation Order stating that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect Corporation elects to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of terminate the book-entry system through such Depositary, or (iii) an Event of Default has occurred and is no longer continuing. Upon the occurrence of any event specified in clause (i), (ii) or (iii) above, the best interests of Securities Registrar shall notify the applicable Depositary and instruct such Depositary to notify all beneficial owners of the Global Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. occurrence of such event and of the availability of the definitive Securities to beneficial owners of such Securities requesting the same; provided, however, that no Securities shall be issued in any denomination less than the minimized authorized denomination therefor. (c) Subject to the preceding paragraphSection 3.5(b), any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. . (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided . (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the third paragraph applicable Declaration of this Section 305(bTrust) aboveupon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) As provided in Section 3.9, the Depositary for a Global Security held on their behalf by or its nominee, as the registered owner of a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may shall be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeverunder this Indenture and the Securities. Neither The Securities Registrar and the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, be entitled to deal with the Depositary for any such Global Security may grant proxies and otherwise authorize any person, for all purposes of this Indenture relating to such Global Security (including the beneficial owners payment of interests in the principal amount of (and premium, if any) and interest (including Additional Interest) on such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect Security and the giving of and receiving of notices relating to such Global Security) as the sole Holder of the Securities represented thereby and shall have no obligation to the beneficial owners thereof. Neither the Corporation, the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this ARTICLE THREE. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in SECTION 3.5, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this ARTICLE THREE, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to SECTION 3.5(c) and the Depositary as otherwise provided in this ARTICLE THREE, authenticate and make available for delivery any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this ARTICLE THREE if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 ARTICLE THREE or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee in writing that it such Depositary is unwilling no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to continue to act as Depositary for such Global Security or locate a qualified successor, (ii) has ceased the Corporation executes and delivers to be the Trustee a clearing agency registered under Corporation Order stating that the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of Corporation elects to terminate the Issuer becoming aware of book-entry system through the Depositary’s ceasing to be so registered as the case may be, or (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Ciii) there shall have occurred and be continuing an Event of Default with respect Default. (c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities and the Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by interest in any Global Security, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and the Depositary as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided . (e) Securities distributed to holders of Book-Entry Preferred Securities or Book-Entry Capital Securities (each as defined in the third paragraph applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Section 305(b) aboveIndenture and the Securities, and owners of beneficial interests in a Global Security held on their behalf by shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Depositary Global Security shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Securityshown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeveror its Agent Members. Neither the Trustee nor any of its agents the Securities Registrar shall have any responsibility or liability for the actions taken or not taken in respect of any transfers effected by the Depositary. Notwithstanding the foregoing, . (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary for any Global Security may grant proxies and otherwise authorize any person, including shall be limited to those established by law and agreements between such owners and the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityDepositary and/or its Agent Members.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee and the Company in writing that it such Depositary is unwilling no longer willing or unable able to continue to act properly discharge its responsibilities as Depositary for with respect to such Global Security or Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) has ceased such Depositary ceases to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, Act and no EXHIBIT D successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary for or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities shall have been appointed within 90 days and the registration in the Securities Register of such notification or Securities in the names of the Issuer becoming aware Holders of the Depositary’s ceasing beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so registered exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, (B) by means of an appropriate adjustment made on the Issuer records of the Securities Registrar, whereupon the Trustee, in its sole discretion accordance with the Applicable Depository Procedures, shall have notified instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by Issuer Order that the Global Securities Depositary, accompanied by registration instructions, the Company shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities execute and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee shall authenticate and the Depositary deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, thereof shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided . (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the third paragraph applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities, provided, that, any such holder may exchange such Securities for a beneficial interest in any Global Security if such holder is eligible under the terms of this Section 305(bIndenture to do so. All Securities must be transferred in accordance with the transfer restrictions set forth herein. Any owner of a beneficial interest in a Global Security must be a QIB. Any Securities issued to a Person other than a QIB shall not be issued in the form of a Global Security. EXHIBIT D (f) aboveThe Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on their its behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for have any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the IssuerCompany, the Trustee and any agent of any of them the Company or the Trustee as the Holder and owner of such Global Security for all purposes whatsoever. Neither None of the Company, the Trustee nor any agent of its agents shall the Company or the Trustee will have any responsibility or liability for any aspect of the actions taken records relating to or not taken by the Depositarypayments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary for (or its nominee) as Holder of any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Issuer for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if so required by applicable law or regulation, and no in either case the Issuer fails to appoint a successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may bedays, (Bii) the Issuer in its sole discretion shall have notified executes and delivers to the Depositary by Trustee an Issuer Order stating that it elects to cause the issuance of the Securities in certificated form and that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such Securitiesexchange shall be effected by the Trustee), (Ciii) there shall have occurred and be continuing an Event of Default or any Event which after notice or lapse of time or both would be an Event of Default with respect to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities Securities, or (Div) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, 3.1. (c) If any exchange of a Global Security is to be exchanged for other Securities may or canceled in whole, it shall be made surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article 3. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in partpart for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article 3 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, as otherwise provided in this Article 3, authenticate and all deliver any Securities issued issuable in exchange for a such Global Security (or any portion thereof shall be thereof) to or upon the order of the Issuer, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Issuer shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 3 if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article 3 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except . (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveSecurities, and owners of beneficial interests in a Global Security held on their behalf by shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Depositary shall not Global Security will be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Securityshown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of or its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityAgent Members.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in of this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 305 and the Depositary as otherwise provided in this Article Three authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture owners or holders thereof. The Company, the Guarantor, the Trustee, the Registrar, and the Paying Agent shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and responsibility for any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The provisions of this Section 305(b) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer Company or the Guarantor that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company or the Guarantor in either of their sole discretion shall have notified the Depositary by Company Order that the Global Securities and shall be exchanged for such Securities, (D) a request for certificates has been made by the owner of a beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by interest in such Global Security advise upon at least 60 days’ prior written notice given to the Trustee and in accordance with the customary procedures of the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests and a copy of such beneficial owners of notice has been received by the Securities Company or the Guarantor from the Trustee or (DE) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Any Global Security exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to clause (B), (C), (D) or (E) above may be exchanged in whole or from time to time in part as directed by the Depositary for such Global Security. Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only in the name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer thereof other than such a transfer may be registered. Nothing in this Section 305(c) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Security effected in accordance with this Section 305. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for Until the exchange rights provided in termination of the third paragraph Restricted Period with respect to Securities of this Section 305(b) abovea series, owners of beneficial interests in a any Regulation S Global Security of such series may be held only through Agent Members acting for and on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive formEuroclear and Clearstream; provided, shall not be considered however, that the Holders thereof for any purpose under this Indenture and Trustee shall have no rights under responsibility to determine compliance with this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityrequirement.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee in writing that it such Depositary is unwilling no longer willing or unable able to continue as a Depositary with respect to act as Depositary for such Global Security Security, or (ii) has ceased if at any time the Depositary ceases to be a "clearing agency agency" registered under the Exchange Act, if at a time when the Depositary is required to be so required by applicable law or regulation, registered to act as such depositary and no successor Depositary for such Securities shall have been appointed by the Company within 90 60 days after its receipt of such notification notice or of the Issuer its becoming aware of the Depositary’s ceasing to be so registered as the case may besuch cessation, (Bii) the Issuer Company in its sole discretion shall have notified the Depositary by Issuer Order determines that the such Global Securities Security shall be exchanged for such Securities, so exchangeable or (Ciii) there shall have occurred and be continuing an Event of Default with respect Default. (c) If any Global Security is to be exchanged for other Securities or canceled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Security Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities and the or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by interest in any Global Security, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Trustee and shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions and, to the extent required by Section 3.06, a certificate bearing the Restricted Securities Legend, the Trustee shall, subject to Section 3.05(b) and as otherwise provided in this Article III, authenticate and make available for delivery any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, and shall be authenticated and delivered fully protected in the form relying on, such instructions. (d) The Depositary or its nominee, as registered owner of and shall be, a Global Security, unless such Security is registered in shall be the name Holder of a Person other than the Depositary for such Global Security or a nominee thereof. Except for all purposes under this Indenture and the exchange rights provided in the third paragraph of this Section 305(b) aboveSecurities, and owners of beneficial interests in a Global Security shall hold such interest pursuant to the rules and procedures of the Depositary. Accordingly, any such owner's beneficial interests in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members. Neither the Trustee nor the Security Registrar shall have any liability in respect of any transfers effected by the Depositary. (e) The rights of the beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Agent Members. (f) No holder of a beneficial interest in any Global Security held on their its behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for have any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the IssuerCompany, the Trustee Trustee, and any agent of any of them the Company or the Trustee as the Holder and owner of such Global Security for all purposes whatsoever. Neither None of the Company, the Trustee nor or any agent of its agents shall the Company or Trustee will have any responsibility or liability for any aspect of the actions taken records relating to or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any payments made on account of beneficial ownership interests of a Global Security may grant proxies and otherwise authorize or maintaining, supervising or reviewing any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect records relating to such Global Securitybeneficial ownership interests.

Global Securities. The provisions of this Section 305(b) shall apply only to Global Securities. Each Global Security authenticated under this Indenture So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Securities shall be represented by one or more Global Securities registered in the name of the Depositary designated for such or the nominee of the Depositary. The transfer and exchange of beneficial interests in any Global Security, which does not involve the issuance of a Security in certificated form, shall be effected through the Depositary, in accordance with this Indenture (including restrictions on transfer set forth herein) and the procedures of the Depositary therefor. At any time at the request of the beneficial owner of an interest in Global Security or to obtain a nominee thereof Security in certificated form, such beneficial owner shall be entitled to obtain a Security in certificated form upon written request to the Trustee in accordance with the standing instructions and delivered procedures existing between the Trustee and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of the Global Security to be reduced by the principal amount of the Security issued in certificated form upon such request to such Depositary beneficial owner and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial owner (or its nominee) a nominee thereof Security or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision Securities in this Indenture, no Global Security may be exchanged certificated form in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, the appropriate aggregate principal amount in the name of such beneficial owner (or its nominee) as the Holder thereof and bearing such restrictive legends as may be required by this Indenture. Any transfer of a beneficial interest in the Global Security which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (or its nominee) of a Security or Securities in certificated form registered in the name of the transferee (or its nominee) on the books maintained by the Registrar in accordance with the transfer restrictions set forth herein. With respect to any Person other than such transfer, the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary for such and the Trustee, the aggregate principal amount of the Global Security or a nominee thereof unless (A) such Depositary (i) has notified to be reduced by the Issuer that it is unwilling or unable to continue to act as Depositary for such principal amount of the respective beneficial interest in the Global Security being transferred and, following such reduction, the Company will execute and the Trustee will authenticate and make available for delivery to the transferee (or (ii) has ceased to be a clearing agency registered under the Exchange Actsuch transferee's nominee, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be), a Security or Securities in certificated form (Bbearing such restrictive legends as may be required by this Indenture) in the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not less than 50% of the appropriate aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary transferee (or its nominee may be treated by the Issuer, the Trustee and any agent of any of them nominee) as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security thereof may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityrequest.

Global Securities. The provisions (a) If the Company shall establish pursuant to Section 2.01 that the Securities of this a particular series are to be issued as one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 305(b2.04, authenticate and deliver, one or more Global Securities that (i) shall apply only represent, and shall be denominated in an amount equal to Global Securities. Each Global Security authenticated under this Indenture the aggregate principal amount of, all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and its nominee, (iii) shall be delivered by the Trustee to such the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of this Indenture. Notwithstanding any other provision in this the Indenture, no Global this Security may be exchanged transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary selected and approved by the Company or to a nominee of such successor Depositary." The Company and the Trustee may treat the Depositary (or its nominee) as the sole and exclusive owner of the Securities registered in part its name for Securities registeredthe purposes of payment of the principal of or interest on the Securities, and no giving any notice permitted or required to be given under the Indenture, registering the transfer of Securities, obtaining any consent or other action to be taken by registered owners and for all other purposes whatsoever; and neither the Company nor the Trustee shall be affected by any notice to the contrary. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Securities under or through the Depositary or any such participant, or any other Person which is not shown on the register as being a registered owner, with respect to either: (1) the Securities; or (2) the accuracy of any records maintained by the Depositary or any such participant; or (3) the payment by the Depositary or any such participant of any amount in respect of the principal of or interest on the Securities; or (4) any notice which is permitted or required to be given to registered owners under the Indenture; or (5) any consent given or other action taken by the Depositary as registered owner; or (6) any selection by the Depositary of any participant or other Person to receive payment of principal, interest or redemption price of the Securities. (b) Notwithstanding the provisions of Section 2.05, a Global Security of a series may be transferred, in whole or but not in part may be made or registered, and in the name manner provided in Section 2.05, only to another nominee of any Person other than the Depositary for such Global Security series, or to a successor Depositary for such series selected or approved by the Company or to a nominee thereof unless of such successor Depositary. (Ac) such If (1) at any time the Depositary (i) has notified for a series of the Issuer Securities notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Security series or (ii) has ceased to if at any time the Depositary for such series shall no longer be a clearing agency registered or in good standing under the Exchange Act, if so required by or other applicable law statute or regulation, and no a successor Depositary for such Securities shall have been series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered condition, as the case may be, or (B2) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect has occurred and is continuing, then, this Section 2.11 shall no longer be applicable to the Securities of such series and the beneficial owners Company will execute, and subject to Section 2.04, the Trustee will authenticate and deliver the Securities of not less than 50% such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary or Securities of such series in exchange for such Global Security through its participants in writing or Securities. In addition, the Company may at any time determine that the continuation Securities of the book-entry system is any series shall no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated be represented by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other or Securities may be made and that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such event the Company will execute and, subject to Section 2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Securities of such series in whole or definitive registered form without coupons, in partauthorized denominations, and all in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series in exchange for such Global Security or Securities. Upon the exchange of the Global Security or Securities for such Securities in definitive registered form without coupons, in authorized denominations, the Global Security or Securities shall be cancelled by the Trustee. Such Securities in definitive registered form issued in exchange for a the Global Security or any portion thereof Securities pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer ofDepositary, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 instructions from its direct or 1107 indirect participants or otherwise, shall be authenticated and delivered in instruct the form of and Trustee. The Trustee shall be, a Global Security, unless deliver such Security is registered in the name of a Person other than Securities to the Depositary for delivery to the Persons in whose names such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityare so registered.

Global Securities. The provisions (a) Upon the election of this Section 305(b) the Holder after the Original Issue Date, which election need not be in writing, the Securities owned by such Holder shall apply only to be issued in the form of one or more Global SecuritiesSecurities registered in the name of the Depositary or its nominee. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Company (on behalf of itself and Reading NZ) for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registeredregistered Securities, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary advises the Trustee and the Company (ion behalf of itself and Reading NZ) has notified the Issuer in writing that it such Depositary is unwilling no longer willing or unable able to continue to act properly discharge its responsibilities as Depositary for with respect to such Global Security or Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) has ceased such Depositary ceases to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities shall have been appointed within 90 days and the registration in the Securities Register of such notification or Securities in the names of the Issuer becoming aware Holders of the Depositary’s ceasing beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so registered exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, (B) by means of an appropriate adjustment made on the Issuer records of the Securities Registrar, whereupon the Trustee, in its sole discretion accordance with the Applicable Depositary Procedures, shall have notified instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by Issuer Order that the Global Securities Depositary, accompanied by registration instructions, the Company shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities execute and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee shall authenticate and the Depositary deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, thereof shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided . (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the third paragraph applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Section 305(b) aboveIndenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on their its behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for have any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the IssuerCompany, Reading NZ, the Trustee and any agent of any of them the Company Reading NZ, or the Trustee as the Holder and owner of such Global Security for all purposes whatsoever. Neither None of the Company, Reading NZ, the Trustee nor any agent of its agents shall the Company, Reading NZ, or the Trustee will have any responsibility or liability for any aspect of the actions taken records relating to or not taken by the Depositarypayments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, Reading NZ, the Trustee or any agent of the Company, Reading NZ, or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary for (or its nominee) as Holder of any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee in writing that it such Depositary is unwilling no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to continue to act as Depositary for such Global Security or locate a qualified successor, (ii) has ceased the Corporation executes and delivers to be the Trustee a clearing agency registered under Corporation Order stating that the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of Corporation elects to terminate the Issuer becoming aware of book-entry system through the Depositary’s ceasing to be so registered as the case may be, or (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Ciii) there shall have occurred and be continuing an Event of Default with respect Default. (c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities and the Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by interest in any Global Security, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.6(b)(v), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and the Depositary as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided . (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the third paragraph applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Section 305(b) aboveIndenture and the Securities, and owners of beneficial interests in a Global Security held on their behalf by shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Depositary Global Security shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Securityshown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeveror its Agent Members. Neither the Trustee nor any of its agents the Securities Registrar shall have any responsibility or liability for the actions taken or not taken in respect of any transfers effected by the Depositary. Notwithstanding the foregoing, . (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary for any Global Security may grant proxies and otherwise authorize any person, including shall be limited to those established by law and agreements between such owners and the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityDepositary and/or its Agent Members.

Global Securities. The provisions of this Section 305(b) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer Company or the Guarantor that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company or the Guarantor in either of their sole discretion shall have notified the Depositary by Company Order that the Global Securities and shall be exchanged for such Securities, (D) a request for certificates has been made by the owner of a beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by interest in such Global Security advise upon at least 60 days’ prior written notice given to the Trustee and in accordance with the customary procedures of the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests and a copy of such beneficial owners of notice has been received by the Securities Company or the Guarantor from the Trustee or (DE) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Any Global Security exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to clause (B), (C), (D) or (E) above may be exchanged in whole or from time to time in part as directed by the Depositary for such Global Security. Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the second preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only in the name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer thereof other than such a transfer may be registered. Nothing in this Section 305(c) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Security effected in accordance with this Section 305. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for Until the exchange rights provided in termination of the third paragraph Restricted Period with respect to Securities of this Section 305(b) abovea series, owners of beneficial interests in a any Regulation S Global Security of such series may be held only through Agent Members acting for and on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive formEuroclear and Clearstream; provided, shall not be considered however, that the Holders thereof for any purpose under this Indenture and Trustee shall have no rights under responsibility to determine compliance with this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityrequirement.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if so required by applicable law or regulationand in either case the Company fails to appoint a successor Depositary, (ii) the Company executes and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or delivers to the Trustee a Company Order stating that it elects to cause the issuance of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer Securities in its sole discretion shall have notified the Depositary by Issuer Order certificated form and that the all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such Securities, exchange shall be effected by the Trustee) or (Ciii) there shall have occurred and be continuing an Event of Default with respect to the Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation as provided in this Article 3. If any Global Security is to be exchanged for - other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation as provided in this Article 3 or (ii) the principal amount thereof - shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 3.06(c) ------- and the Depositary as otherwise provided in this Article 3, authenticate and deliver any - Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 3 if such Global Security shall direct. order, direction or request is given or - made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article 3 or otherwise, shall be authenticated - and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except . (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) above, Securities and owners of beneficial interests in a Global Security held on their behalf by shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Depositary shall not Global Security will be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Securityshown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of or its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityAgent Members.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Three, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 3.5(c) and the Depositary as otherwise provided in this Article Three, authenticate and make available for delivery any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b(1) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (3) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or cancelled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Two. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 2.6, then either (A) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Two, or (B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 2.6(c) and the Depositary as otherwise provided in this Article Two, authenticate and make available for delivery any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Two if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Two or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (5) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members, and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, Global Security shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b) 2.07 shall apply only to Global Securities. . (a) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of under this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security evidencing the Securities of any series may be exchanged in whole or in part for Securities of such series registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified the Issuer Company that it is unwilling or unable to continue to act its services as Depositary for such Global Security and no successor Depositary has been appointed within 90 days after such notice, or (ii) has ceased such Depositary ceases to be a “clearing agency agency” registered under Section 17A of the Exchange Act, if Act when the Depositary is required to be so required by applicable law or regulation, registered to act as the Depositary and no successor Depositary for such Securities shall have has been appointed within 90 days of such notification or of the Issuer Company becoming aware of the Depositary’s ceasing such failure to be so registered as the case may beregistered, (Biii) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order Company determines at any time that the Securities of such series shall no longer be represented by Global Securities shall be exchanged for such Securities, in which case the Company shall inform such Depositary of such determination and participants in such Depositary may elect to withdraw their beneficial interests in the Securities from such Depositary, or (Civ) there any event shall have occurred and be continuing which, after notice or lapse of time, or both, would constitute an Event of Default with respect to such series of Securities, and such exchange is requested by or on behalf of the Depositary in accordance with customary procedures following the request of a Beneficial Owner seeking to exercise or enforce its rights under the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or series. (Dc) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraphSection 2.07(b), any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. . (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, thereof shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for . (e) Subject to the exchange rights provided in provisions of Section 2.07(g), the third paragraph of this Section 305(b) aboveregistered Securityholder may grant proxies and otherwise authorize any Person, owners of beneficial including Agent Members and Persons that may hold interests in through Agent Members, to take any action which a Global Security held on their behalf by a Depositary shall not be Securityholder is entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose take under this Indenture or the Securities. (f) In the event of the occurrence of any of the events specified in Section 2.07(b), (i) the Company shall promptly make available to the Trustee a reasonable supply of such certificated Securities in definitive, fully registered form, without interest coupons, and (ii) the Trustee shall promptly exchange each beneficial interest in the applicable Global Security for one or more certificated Securities in definitive, fully registered form, without interest coupons, in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon such Global Security will be deemed canceled. (g) Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf Agent Members may act, shall have no any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and such the Depositary or its nominee such nominee, as the case may be, may be treated by the IssuerCompany, the Trustee and any agent of any of them the Company or the Trustee as the Holder absolute owner and owner holder of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary for or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any Global Security other Person on whose behalf an Agent Member may grant proxies and otherwise authorize act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. The Company hereby appoints DTC as the Depositary. (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or Security. (Dc) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be ------------- authenticated and delivered in the form of of, and shall be, be a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (d) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveSecurities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders owners or holders thereof. (e) If any Global Security is to be cancelled in part as a result of the redemption, repurchase or conversion of such security in part only, then the principal amount thereof for any purpose under this Indenture and shall have no rights under this Indenture be reduced by an amount equal to the portion thereof to be so cancelled by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with respect to such Global Securitythe Applicable Procedures, and such shall instruct the Depositary or its nominee may authorized representative to make a corresponding adjustment to its records. The Trustee shall be treated by the Issuerentitled to rely upon any order, the Trustee and any agent direction or request of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any personor its authorized representative which is given or made pursuant to this Article ------- Three if such order, including direction or request is given or made in accordance with ----- the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityApplicable Procedures.

Global Securities. (a) Except under the limited circumstances described below, the Notes represented by Global Securities shall not be exchangeable for, and shall not otherwise be issuable as, Notes in definitive form. The provisions Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee. (b) Except as otherwise provided in this Section 305(b) First Supplemental Indenture, owners of beneficial interests in such Global Securities shall apply only to Global Securities. Each not be considered the holders thereof for any purpose under the Indenture, and no Global Security authenticated under this Indenture representing a Note shall be exchangeable, except for another Global Security of like denomination and to be registered in the name of the Depositary designated for or its nominee or to a successor Depositary or its nominee. The rights of holders of such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Securities shall be exercised only through the Depositary. (c) A Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged exchangeable in whole or or, from time to time, in part for Securities registered, and no transfer of a Global Security Notes in whole or in part may be made or registered, definitive registered form only as provided in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary Indenture. If (i) has notified at any time the Issuer Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for such Global Security the Notes or (ii) has ceased if at any time the Depositary shall no longer be registered or in good standing as a “clearing agency” registered pursuant to be a clearing agency registered under the provisions of Section 17A of the Securities Exchange ActAct of 1934, if so required by as amended, or other applicable law statute or regulation, at such time as the Depositary is required to be so registered, and no the Depositary so notifies the Company and, in each case, the Company does not appoint a successor Depositary for such Securities shall have been appointed within 90 days after the Company receives such notice or becomes aware of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered condition, as the case may be, (Bii) any Event of Default or Default has occurred and is continuing with respect to the Issuer Notes or (iii) subject to the procedures of the Depositary, the Company in its sole discretion shall have notified the Depositary by Issuer Order determines that the Global Securities Notes shall be exchanged exchangeable for such SecuritiesNotes in definitive registered form and executes and, (C) there shall have occurred and be continuing an Event of Default with respect in each case, delivers to the Securities and the beneficial owners of not less than 50% Security Registrar a written order of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing Company providing that the continuation of Notes shall be so exchangeable, the book-entry system is no longer Notes shall be exchangeable for Notes in definitive registered form; provided, that the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities definitive Notes so issued in exchange for a the Notes shall be in minimum denominations of $2,000, or any integral multiple of $1,000 in excess thereof, and be of like aggregate principal amount and tenor as the portion of the Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Notes shall not be entitled to have Notes registered in their names, shall not receive or be entitled to physical delivery of Notes in definitive registered form and shall not be considered the holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security or any portion thereof that is exchangeable pursuant to this Section 1.05(c) shall be exchangeable for Notes registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The provisions So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Securities to be traded (i) on the PORTAL Market or (ii) (A) to qualified institutional buyers as defined in Rule 144A under the Securities Act or (B) to an institutional accredited investor as defined in Rule 501(a)(1), (2), (3), or (7) under Regulation D of this Section 305(bthe Securities Act ("Institutional Accredited Investor") shall apply only that, prior to Global Securities. Each Global such transfer, is required to furnish to the Trustee a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Security authenticated under this Indenture ("Investment Letter"), shall be represented by one or more Global Securities registered in the name of the Depositary designated for such or the nominee of the Depositary. The transfer and exchange of beneficial interests in Global Security, which does not involve the issuance of a Security in certificated form, shall be effected through the Depositary, in accordance with this Indenture (including restrictions on transfer set forth herein) and the procedures of the Depositary therefor. At any time at the request of the beneficial Holder of an interest in Global Security or to obtain a nominee thereof Security in certificated form, such beneficial Holder shall be entitled to obtain a Security in certificated form upon written request to the Trustee in accordance with the standing instructions and delivered procedures existing between the Trustee and Depositary for the issuance thereof. Upon receipt of any such request, the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of the Global Security, to be reduced by the principal amount of the Security in certified form issued upon such request to such Depositary beneficial Holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial Holder (or its nominee) a nominee thereof Security or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision Securities in this Indenture, no Global Security may be exchanged certificated form in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, the appropriate aggregate principal amount in the name of any Person other than such beneficial Holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture. Any transfer of a beneficial interest in the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to which cannot be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security effected through its participants in writing that the continuation of the book-entry system is no longer in settlement must be effected by the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject delivery to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole transferee (or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.its

Global Securities. The provisions of this Section 305(b(1) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (3) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or cancelled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Two. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 2.6, then either (A) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Two, or (B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 2.6(c) and the Depositary as otherwise provided in this Article Two, authenticate and make available for delivery any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for such or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Security Securities. The Trustee shall direct. be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Two. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Two or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (5) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members, and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, Global Security shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The (a) Notwithstanding any other provisions of this Section 305(b) shall apply only to Global Agreement or the Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or , a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may not be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, registered in the name of any Person person other than the Depositary or one or more nominees thereof, provided that a global Security may also be exchanged for such Global Security or a nominee thereof unless (A) such Securities registered in the names of any person designated by the Depositary in the event that (i) the Depositary has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global global Security or (ii) such Depositary has ceased to be a "clearing agency agency" registered under the Securities Exchange Act of 1934 (as may be hereafter amended from time to time, the "Exchange Act"), if so required by applicable law (ii) an event described in paragraph 14(a) or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days the first sentence of such notification or paragraph 14(b) of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have has occurred and be is continuing an Event of Default with respect to the Securities Securities, (iii) a request for certificates has been made upon 60 days' prior written notice given to the Fiscal Agent in accordance with the Depositary's customary procedures and a copy of such notice has been received by the beneficial owners Issuer from the Fiscal Agent, or (iv) the holder of not less an interest (other than 50% of the aggregate unpaid principal amount evidenced by initial purchaser thereof) in such Global global Security advise has notified the Trustee Fiscal Agent and the Depositary for such Global Security through its participants registrar in writing that it is transferring such beneficial interest to an Accredited Investor who is not a "qualified institutional buyer" within the continuation meaning of the book-entry system Rule 144A, who is no longer required to hold its beneficial interest in the best interests Securities in the form of such beneficial owners of the Securities a definitive Security. Any global Security exchanged pursuant to clause (i) above shall be so exchanged in whole and not in part and any global Security exchanged pursuant to clause (ii), (iii) or (Div) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities above may be made exchanged in whole or from time to time in part, and all Securities part as directed by the Depositary. Any Security issued in exchange for a Global global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global global Security, unless such Security is registered in the name of a Person person other than the Depositary for such Global Security or a nominee thereof. (b) Securities issued in exchange for a global Security or any portion thereof in accordance with Section 5(a) shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for herein, including, except as otherwise provided by Section 6(g), the legend regarding transfer restrictions applicable to the global Security set forth on the form of Security attached as Exhibit B hereto. Except Any global Security to be exchanged in whole shall be surrendered by the Depositary to the Transfer Agent located in the Borough of Manhattan, The City of New York, to be so exchanged. With regard to any global Security to be exchanged in part, either such global Security shall be so surrendered for exchange or, if the Fiscal Agent is acting as custodian for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture or its nominee with respect to such Global global Security, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Fiscal Agent. Upon any such surrender or adjustment, the Fiscal Agent shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or its nominee may be treated by an authorized representative thereof. (c) Subject to the Issuerprovisions of Section 1(c) above, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security registered holder may grant proxies and otherwise authorize any person, including the beneficial owners of Agent Members and persons that may hold interests in such Global Securitythrough Agent Members, to take any action which a Holder holder is entitled to take under this Indenture with respect Fiscal Agency Agreement or the Securities. (d) In the event of the occurrence of any of the events specified in paragraph (a) of this Section 5, the Issuer will promptly make available to such Global Securitythe Fiscal Agent a reasonable supply of certificated Securities in definitive, fully registered form without interest coupons.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Three, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 3.5(c) and the Depositary as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to locate a qualified successor, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through such Depositary or (iii) an Event of Default has occurred and is continuing. Upon the occurrence of any event specified in clause (i), (ii) or (iii) above, the Securities Registrar shall notify the applicable Depositary and instruct such Depositary to notify all beneficial owners of Global Securities of the occurrence of such event and of the availability of the definitive Securities to beneficial owners of such Securities requesting the same; provided, however, that no Securities shall be issued in any denomination less than the minimum authorized denomination therefor. (c) If any Global Security is to be exchanged in whole for other Securities or canceled in whole, it shall be surrendered by or on behalf of the applicable Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) has ceased the principal amount thereof shall be reduced, subject to be a clearing agency registered under Section 3.6(b)(v), or increased by an amount equal to the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing portion thereof to be so registered exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, (B) by means of an appropriate adjustment made on the Issuer in its sole discretion shall have notified records of the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default Registrar with respect notice to the Securities and Trustee, whereupon the beneficial owners Trustee, in accordance with the Applicable Procedures, shall instruct such Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of not less than 50% of the aggregate unpaid principal amount evidenced by such a Global Security advise by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and the Depositary as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary; provided, however, that no Securities shall be registered issued in any denomination less than the minimum authorized denomination therefor. Neither the Securities Registrar nor the Trustee shall be liable for any delay in delivery of such names as the Depositary for instructions and may conclusively rely on, and shall be fully protected in relying on, such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Except for Securities distributed to holders of Capital Securities other than Book-Entry Capital Securities upon the exchange rights dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) As provided in Section 3.9, the third paragraph Depositary for a Global Security or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Section 305(b) aboveIndenture and the Securities, and owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustee shall be entitled to receive physical delivery of Securities in definitive form, shall not be considered deal with the Holders thereof Depositary for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeverof this Indenture relating to the Global Security (including the payment of the principal amount of (and premium, if any) and interest (including Additional Interest) on such Global Security and the giving of instructions or directions by or to beneficial owners of the Securities represented thereby) as the sole Holder of the Securities represented thereby and shall have no obligation to such beneficial owners. Neither the Corporation, the Trustee nor any of its agents the Securities Registrar shall have any responsibility or liability for the actions taken or not taken in respect of any transfers effected by the Depositary. Notwithstanding the foregoing, . (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary for any such Global Security may grant proxies and otherwise authorize any personshall be limited to those established by law, including the Applicable Procedures and agreements between such beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityand the Depositary and/or its Agent Members.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this ARTICLE THREE. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in SECTION 3.5, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this ARTICLE THREE, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to SECTION 3.5(C) and the Depositary as otherwise provided in this ARTICLE THREE, authenticate and make available for delivery any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the written order of, and registered in such names as may be directed in writing by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this ARTICLE THREE if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 ARTICLE THREE or otherwise, shall be authenticated and delivered in the form of of, and shall be, be a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveSecurities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee and the Company in writing that it such Depositary is unwilling no longer willing or unable able to continue to act properly discharge its responsibilities as Depositary for with respect to such Global Security or Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) has ceased such Depositary ceases to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary for or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in EXHIBIT D clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. Upon the issuance of such Securities shall have been appointed within 90 days and the registration in the Securities Register of such notification or Securities in the names of the Issuer becoming aware Holders of the Depositary’s ceasing beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so registered exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, (B) by means of an appropriate adjustment made on the Issuer records of the Securities Registrar, whereupon the Trustee, in its sole discretion accordance with the Applicable Depository Procedures, shall have notified instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by Issuer Order that the Global Securities Depositary, accompanied by registration instructions, the Company shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities execute and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee shall authenticate and the Depositary deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, thereof shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided . (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the third paragraph applicable Trust Agreement) upon the dissolution of the Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities, provided, that, any such holder may exchange such Securities for a beneficial interest in any Global Security if such holder is eligible under the terms of this Section 305(bIndenture to do so. All Securities must be transferred in accordance with the transfer restrictions set forth herein. Any owner of a beneficial interest in a Global Security must be a QIB. Any Securities issued to a Person other than a QIB shall not be issued in the form of a Global Security. (f) aboveThe Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a Global EXHIBIT D Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on their its behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for have any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the IssuerCompany, the Trustee and any agent of any of them the Company or the Trustee as the Holder and owner of such Global Security for all purposes whatsoever. Neither None of the Company, the Trustee nor any agent of its agents shall the Company or the Trustee will have any responsibility or liability for any aspect of the actions taken records relating to or not taken by the Depositarypayments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary for (or its nominee) as Holder of any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Three, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 3.5(c) and the Depositary as otherwise provided in this Article Three, authen ticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by Success Bancshares for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, registered in the name names of any Person persons other than the Depositary for such Global Security or a its nominee thereof unless (A) such Depositary (i) has notified the Issuer Depositary notifies the Trustee that it is unwilling or unable to continue to act as Depositary a depositary for such Global Security or and Success Bancshares is unable to locate a qualified successor depositary, (ii) has ceased Success Bancshares executes and delivers to be the Trustee a clearing agency registered under written order stating that it elects to terminate the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified book-entry system through the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, or (Ciii) there shall have occurred and be continuing an Event of Default with respect Default. (c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities and the Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by interest in any Global Security, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.6(b) and the Depositary as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except . (e) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the exchange rights provided in the third paragraph of this Section 305(b) aboveSecurities, and owners of beneficial interests in a Global Security held on their behalf by shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Depositary Global Security shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Securityshown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeveror agent. Neither the Trustee nor any of its agents the Securities Registrar shall have any responsibility or liability for the actions taken or not taken in respect of any transfers effected by the Depositary. Notwithstanding the foregoing, . (f) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary for any Global Security may grant proxies and otherwise authorize any person, including shall be limited to those established by law and agreements between such owners and the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityDepositary and/or its Agent Members.

Global Securities. The provisions (a) Upon the election of this Section 305(b) the Holder after the Original Issue Date, which election need not be in writing, the Securities owned by such Holder shall apply only to be issued in the form of one or more Global SecuritiesSecurities registered in the name of the Depositary or its nominee. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefortherefor (including the Trustee), and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registeredregistered Securities, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee and the Company in writing that it such Depositary is unwilling no longer willing or unable able to continue to act properly discharge its responsibilities as Depositary for with respect to such Global Security or Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) has ceased such Depositary ceases to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities shall have been appointed within 90 days and the registration in the Securities Register of such notification or Securities in the names of the Issuer becoming aware Holders of the Depositary’s ceasing beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so registered exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, (B) by means of an appropriate adjustment made on the Issuer records of the Securities Registrar, whereupon the Trustee, in its sole discretion accordance with the Applicable Depositary Procedures, shall have notified instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by Issuer Order that the Global Securities Depositary, accompanied by registration instructions, the Company shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities execute and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee shall authenticate and the Depositary deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, thereof shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except . (e) [Reserved] (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the exchange rights provided in the third paragraph of this Section 305(b) aboveSecurities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. (h) No holder of any beneficial interest in any Global Security held on their its behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for have any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the IssuerCompany, the Trustee and any agent of any of them the Company or the Trustee as the Holder and owner of such Global Security for all purposes whatsoever. Neither None of the Company, the Trustee nor any agent of its agents shall the Company or the Trustee will have any responsibility or liability for any aspect of the actions taken records relating to or not taken by the Depositarypayments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary for (or its nominee) as Holder of any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The following provisions of this Section 305(b) shall apply only to Global Securities. Each Global Security authenticated under this Securities in addition to those provisions in Section 2.11 of the Original Indenture that are applicable to the Notes: (a) For purposes of the Notes, Section 2.11(c) of the Original Indenture shall be registered superseded in its entirety by this Section 2.06(a), and any reference in the name of Original Indenture to such Section 2.11(c) shall be deemed to refer to this Section 2.06(a). The Depositary will exchange the Depositary designated for such Global Security or a nominee thereof and delivered for Physical Securities that it will distribute to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary its participants if (i) has notified the Issuer Depositary notifies the Company at any time that it is unwilling or unable to continue to act as Depositary for such the Global Security Securities and a successor Depositary is not appointed within 90 days; or (ii) has ceased the Depositary ceases to be registered as a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, Act and no a successor Depositary for such Securities shall have been is not appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing days. If an Event of Default with respect to the Securities Notes has occurred and is continuing and any beneficial owner of a Note requests that its beneficial interest in a Global Security be exchanged for a Physical Security, the beneficial owners Depositary will exchange the corresponding portion of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise for a Physical Security, which it will distribute to such beneficial owner. Notwithstanding anything to the Trustee and contrary in the Depositary for such Global Security through its participants in writing that the continuation Indenture (including, without limitation, Section 8.03 of the book-entry system is no longer in Original Indenture) or the best interests Notes, following the occurrence and during the continuance of such beneficial owners an Event of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraphDefault, any exchange beneficial owner of a Global Security may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Security for other Securities may be made a Physical Security in whole or in part, and all Securities accordance with this Section 2.06. Notes issued in exchange for a Global Security or any portion thereof pursuant to this Section 2.06(a) shall be issued in definitive, fully registered form, without Interest coupons, shall have an aggregate principal amount equal to that of such Global Securities or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary for such Global Security shall directdesignate and shall bear any legends required under the Indenture. Every Security authenticated and delivered upon registration The form of transfer of, or legend set forth in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, 2.11(a) of the Original Indenture shall be authenticated and delivered deemed replaced for purposes of the Notes with the legend set forth on the Form of Face of Security in Exhibit A hereto. (b) Upon any request by the Depositary or a beneficial owner in the form circumstances described in Section 2.06(a), the Company will promptly make available to the Trustee a sufficient supply of and shall bePhysical Securities in definitive, a Global Securityfully registered form, unless without Interest coupons. (c) At such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial time as all interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities have been repurchased, converted, redeemed, cancelled or exchanged for Notes in definitive certificated form, such Global Security shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Security. At any time prior to such cancellation, if any interest in a Global Security is redeemed, repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Security shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Security, be appropriately reduced, and an endorsement shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to made on such Global Security, and such Depositary or its nominee may be treated by the Issuer, Trustee or the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability custodian for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, at the direction of the Trustee, to take reflect such reduction. The Company shall promptly notify the Trustee in writing of any action which a Holder is entitled to take under this Indenture with respect to such Global Securityrepurchase, redemption, conversion, cancellation or exchange effected through any Paying Agent, Security Registrar or Conversion Agent other than the Trustee.

Global Securities. The provisions of this Section 305(b) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or cancelled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article 2. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 2.09, then either (A) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article 2, or (B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall authenticate and the Depositary make available for delivery any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for such or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Security Securities. The Trustee shall directbe entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article 2 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof, in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. Except The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members, and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, Global Security shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to locate a qualified successor, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through such Depositary or (iii) an Event of Default occurs and is continuing. Upon the occurrence of any event specified in clause (i), (ii) or (iii) above, the Securities Registrar shall notify the applicable Depositary and instruct such Depositary to notify all beneficial owners of Global Securities of the occurrence of such event and of the availability of the definitive Securities to beneficial owners of such Securities requesting the same; provided, however, that no Securities shall be issued in any denomination less than the minimum authorized denomination therefor. (c) If any Global Security is to be exchanged in whole for other Securities or canceled in whole, it shall be surrendered by or on behalf of the applicable Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) has ceased the principal amount thereof shall be reduced, subject to be a clearing agency registered under Section 3.6(b)(v), or increased by an amount equal to the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing portion thereof to be so registered exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, (B) by means of an appropriate adjustment made on the Issuer in its sole discretion shall have notified records of the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default Registrar with respect notice to the Securities and Trustee, whereupon the beneficial owners Trustee, in accordance with the Applicable Procedures, shall instruct such Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of not less than 50% of the aggregate unpaid principal amount evidenced by such a Global Security advise by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and the Depositary as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary; provided, however, that no Securities shall be registered issued in any denomination less than the minimum authorized denomination therefor. Neither the Securities Registrar nor the Trustee shall be liable for any delay in delivery of such names as the Depositary for instructions and may conclusively rely on, and shall be fully protected in relying on, such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Except for Securities distributed to holders of Capital Securities other than Book-Entry Capital Securities upon the exchange rights dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) As provided in Section 3.9, the third paragraph Depositary for a Global Security or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Section 305(b) aboveIndenture and the Securities, and owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustee shall be entitled to receive physical delivery of Securities in definitive form, shall not be considered deal with the Holders thereof Depositary for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeverof this Indenture relating to the Global Security (including the payment of the principal amount of (and premium, if any) and interest (including Additional Interest) on such Global Security and the giving of instructions or directions by or to beneficial owners of the Securities represented thereby) as the sole Holder of the Securities represented thereby and shall have no obligation to such beneficial owners. Neither the Corporation, the Trustee nor any of its agents the Securities Registrar shall have any responsibility or liability for the actions taken or not taken in respect of any transfers effected by the Depositary. Notwithstanding the foregoing, . (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary for any such Global Security may grant proxies and otherwise authorize any personshall be limited to those established by law, including the Applicable Procedures and agreements between such beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityand the Depositary and/or its Agent Members.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to locate a qualified successor, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book- entry system through such Depositary or (iii) an Event of Default occurs and is continuing. Upon the occurrence of any event specified in clause (i), (ii) or (iii) above, the Securities Registrar shall notify the applicable Depositary and instruct such Depositary to notify all beneficial owners of Global Securities of the occurrence of such event and of the availability of the definitive Securities to beneficial owners of such Securities requesting the same; provided, however, that no Securities shall be issued in any denomination less than the minimum authorized denomination therefor. (c) If any Global Security is to be exchanged in whole for other Securities or canceled in whole, it shall be surrendered by or on behalf of the applicable Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) has ceased the principal amount thereof shall be reduced, subject to be a clearing agency registered under Section 3.6(b)(v), or increased by an amount equal to the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing portion thereof to be so registered exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, (B) by means of an appropriate adjustment made on the Issuer in its sole discretion shall have notified records of the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default Registrar with respect notice to the Securities and Trustee, whereupon the beneficial owners Trustee, in accordance with the Applicable Procedures, shall instruct such Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of not less than 50% of the aggregate unpaid principal amount evidenced by such a Global Security advise by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and the Depositary as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary; provided, however, that no Securities shall be registered issued in any denomination less than the minimum authorized denomination therefor. Neither the Securities Registrar nor the Trustee shall be liable for any delay in delivery of such names as the Depositary for instructions and may conclusively rely on, and shall be fully protected in relying on, such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. (e) Securities distributed to holders of Book-Entry Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Except for Securities distributed to holders of Capital Securities other than Book-Entry Capital Securities upon the exchange rights dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) As provided in Section 3.9, the third paragraph Depositary for a Global Security or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Section 305(b) aboveIndenture and the Securities, and owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not hold such interests pursuant to the Applicable Procedures. The Securities Registrar and the Trustee shall be entitled to receive physical delivery of Securities in definitive form, shall not be considered deal with the Holders thereof Depositary for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeverof this Indenture relating to the Global Security (including the payment of the principal amount of (and premium, if any) and interest (including Additional Interest) on such Global Security and the giving of instructions or directions by or to beneficial owners of the Securities represented thereby) as the sole Holder of the Securities represented thereby and shall have no obligation to such beneficial owners. Neither the Corporation, the Trustee nor any of its agents the Securities Registrar shall have any responsibility or liability for the actions taken or not taken in respect of any transfers effected by the Depositary. Notwithstanding the foregoing, . (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary for any such Global Security may grant proxies and otherwise authorize any personshall be limited to those established by law, including the Applicable Procedures and agreements between such beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityand the Depositary and/or its Agent Members.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary Depository or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in of this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 305, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Three or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee and in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 305 and as otherwise provided in this Article Three, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may 36 29 be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article III if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Registered Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveRegistered Securities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The provisions (a) Upon the election of this Section 305(b) the Holder after the Original Issue Date, which election need not be in writing, the Securities owned by such Holder shall apply only to be issued in the form of one or more Global SecuritiesSecurities registered in the name of the Depositary or its nominee. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefortherefor (including the Trustee), and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registeredregistered Securities, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee and the Company in writing that it such Depositary is unwilling no longer willing or unable able to continue to act properly discharge its responsibilities as Depositary for with respect to such Global Security or Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) has ceased such Depositary ceases to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, Act and no successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the issuance of such Securities shall have been appointed within 90 days and the registration in the Securities Register of such notification or Securities in the names of the Issuer becoming aware Holders of the Depositary’s ceasing beneficial interests therein, the Trustees shall recognize such holders of beneficial interests as Holders. (c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to (x) the portion thereof to be so registered exchanged or canceled, or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, (B) by means of an appropriate adjustment made on the Issuer records of the Securities Registrar, whereupon the Trustee, in its sole discretion accordance with the Applicable Depositary Procedures, shall have notified instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by Issuer Order that the Global Securities Depositary, accompanied by registration instructions, the Company shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities execute and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee shall authenticate and the Depositary deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, thereof shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (i) has notified advises the Issuer Trustee in writing that it such Depositary is unwilling no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to continue to act as Depositary for such Global Security or locate a qualified successor, (ii) has ceased the Corporation executes and delivers to be the Trustee a clearing agency registered under Corporation Order stating that the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of Corporation elects to terminate the Issuer becoming aware of book- entry system through the Depositary’s ceasing to be so registered as the case may be, or (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Ciii) there shall have occurred and be continuing an Event of Default with respect Default. (c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities and the Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by interest in any Global Security, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and the Depositary as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided . (e) Securities distributed to holders of Book-Entry Preferred Securities (as defined in the third paragraph applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Section 305(b) aboveIndenture and the Securities, and owners of beneficial interests in a Global Security held on their behalf by shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Depositary Global Security shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Securityshown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeveror its Agent Members. Neither the Trustee nor any of its agents the Securities Registrar shall have any responsibility or liability for the actions taken or not taken in respect of any transfers effected by the Depositary. Notwithstanding the foregoing, . (g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary for any Global Security may grant proxies and otherwise authorize any person, including shall be limited to those established by law and agreements between such owners and the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityDepositary and/or its Agent Members.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary advises the Trustee in writing that such Depositary is no longer willing (c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) has ceased the principal amount thereof shall be reduced, subject to be a clearing agency registered under Section 3.6(b)(v), or increased by an amount equal to the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing portion thereof to be so registered exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, (B) by means of an appropriate adjustment made on the Issuer records of the Securities Registrar, whereupon the Trustee, in its sole discretion accordance with the Applicable Procedures, shall have notified instruct the Depositary by Issuer Order that the Global Securities shall be exchanged for or its authorized representative to make a corresponding adjustment to its records. Upon any such Securities, (C) there shall have occurred and be continuing an Event surrender or adjustment of Default with respect to the Securities and the beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such a Global Security advise by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and the Depositary as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be registered fully protected in relying on, such names as the Depositary for such Global Security shall direct. instructions. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this SectionArticle III, Section 304, 306, 905 9.6 or 1107 11.6 or otherwise, shall be authenticated and delivered in the form of of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided . (e) Securities distributed to holders of Book-Entry Capital Securities (as defined in the third paragraph applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Capital Securities other than Book-Entry Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Section 305(b) aboveIndenture and the Securities, and owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled hold such interests pursuant to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global SecurityApplicable Procedures.

Global Securities. The provisions of this Section 305(b(a) shall apply only to Global Securities. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. . (b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (Ai) such Depositary (iA) has notified the Issuer Company that it is unwilling or unable to continue to act as Depositary for such Global Security or (iiB) has ceased to be a clearing agency registered as such under the Exchange Act, if Act or announces an intention permanently to cease business or does in fact do so required by applicable law or regulation, and no successor Depositary for such Securities shall have been appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (Cii) there shall have occurred and be continuing an Event of Default with respect to the such Global Security. (c) If any Global Security is to be exchanged for other Securities and the beneficial owners of not less than 50% or canceled in whole, it shall be surrendered by or on behalf of the aggregate unpaid principal amount evidenced by Depositary or its nominee to the Trustee, as Security Registrar, for exchange or cancellation, as provided in this Article Three. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, in each case, as provided in Section 3.5, then either (i) such Global Security advise shall be so surrendered for exchange or cancellation, as provided in this Article Three, or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Security Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security, the Trustee shall, subject to Section 3.5(c) and the Depositary as otherwise provided in this Article Three, authenticate and make available for delivery any Securities issuable in exchange for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary for or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such Global Security shall direct. order, direction or request is given or made in accordance with the Applicable Procedures. (d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 Article Three or otherwise, shall be authenticated and delivered in the form of of, and shall be, be a registered Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except , in which case such Security shall be authenticated and delivered in definitive, fully registered form, without interest coupons. (e) The Depositary or its nominee, as registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under the exchange rights provided in Indenture and the third paragraph of this Section 305(b) aboveSecurities, and owners of beneficial interests in a Global Security held on their behalf shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Security will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members and such owners of beneficial interests in a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall Global Security will not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary owners or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securityholders thereof.

Global Securities. The following provisions of this Section 305(b) shall apply only to Global Securities. Each Global Security authenticated under this Securities in addition to those provisions in Section 203 of the Original Indenture shall be registered that are applicable to the Notes: (a) As set forth in Section 203 of the Original Indenture, the Company will issue, and the Trustee upon receipt of a Company Order will authenticate, Physical Securities in the name of the Depositary designated Depositary’s participants, in accordance with the Depositary’s procedures, in exchange for such the Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary if (i) has notified the Issuer Depositary notifies the Company at any time that it is unwilling or unable to continue to act as Depositary for such the Global Security Securities and a successor Depositary is not appointed within 90 days; or (ii) has ceased the Depositary ceases to be registered as a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, Act and no a successor Depositary for such Securities shall have been is not appointed within 90 days of such notification or of the Issuer becoming aware of the Depositary’s ceasing to be so registered as the case may bedays. In addition, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing if an Event of Default with respect to the Securities Notes has occurred and is continuing and any beneficial owner of an interest in a Global Security requests that its beneficial interest be exchanged for a Physical Security, the Company will issue and the beneficial owners Trustee upon receipt of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer a Company Order will authenticate Physical Securities in the best interests name of such beneficial owners owner in exchange for the corresponding portion of such Global Security, which the Securities or (D) there shall exist Depositary will distribute to such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301beneficial owner. Subject Notwithstanding anything to the preceding paragraphcontrary in the Indenture or the Notes, following the occurrence and during the continuance of an Event of Default, any exchange beneficial owner of a Global Security may directly enforce against the Company, without the consent, solicitation, proxy, authorization or any other action of the Depositary or any other Person, such beneficial owner’s right to exchange its beneficial interest in such Global Security for other Securities may be made a Physical Security in whole or in part, and all Securities accordance with this Section 2.06. Notes issued in exchange for a Global Security or any portion thereof pursuant to this Section 2.06(a) shall be issued in definitive, fully registered form, without Interest coupons, shall have an aggregate principal amount equal to that of such Global Securities or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary for such shall designate and shall bear any legends required under the Indenture. Any Global Security issued hereunder shall direct. Every Security authenticated and delivered upon registration of transfer of, or bear a legend in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in substantially the form of and shall be, legend set forth on the Form of Face of Security in Exhibit A hereto. (b) Upon any request by the Depositary or a Global Security, unless such Security is registered beneficial owner in the name circumstances described in Section 2.06(a), the Company will promptly make available to the Trustee a sufficient supply of a Person other than the Depositary for Physical Securities in definitive, fully registered form, without Interest coupons. (c) At such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial time as all interests in a Global Security held on their behalf have been repurchased, converted, redeemed, cancelled or exchanged for Physical Securities, such Global Security shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian for the Global Security. At any time prior to such cancellation, if any interest in a Depositary shall not be entitled to receive physical delivery of Securities Global Security is redeemed, repurchased, converted, cancelled or exchanged for Notes in definitive certificated form, the principal amount of such Global Security shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian for the Global Security, be appropriately reduced, and an endorsement shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to made on such Global Security, and such Depositary or its nominee may be treated by the Issuer, Trustee or the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Neither the Trustee nor any of its agents shall have any responsibility or liability Custodian for the actions taken or not taken by the Depositary. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, at the direction of the Trustee, to take reflect such reduction. The Company shall promptly notify the Trustee in writing of any action which a Holder is entitled to take under this Indenture with respect to such Global Securityrepurchase, redemption, conversion, cancellation or exchange effected through any Paying Agent, Security Registrar or Conversion Agent other than the Trustee.

Global Securities. The provisions of this Section 305(b) shall apply only to Global Securities. Each Global Security authenticated under this Indenture So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Securities shall be represented by one or more Global Securities registered in the name of the Depositary designated for such or the nominee of the Depositary. The transfer and exchange of beneficial interests in any Global Security, which does not involve the issuance of a Security or a nominee thereof in certificated form, shall be effected through the Depositary, in accordance with this Indenture (including restrictions on transfer set forth herein) and delivered to such the procedures of the Depositary or a nominee thereof or custodian therefor, and each such . The beneficial owner of an interest in any Global Security shall constitute be entitled to obtain at any time a single Security in certificated form upon written request to the Trustee made through the Depositary in accordance with the rules and procedures of the Depositary and the Letter of Representations. Upon receipt of any such request, the Trustee will cause the aggregate principal amount of the Global Security to be reduced by the principal amount of the Security issued in certificated form in accordance with the rules and procedures of the Depositary and the Letter of Representations and, following such reduction, the Company will execute and the Registrar will authenticate and deliver to such beneficial owner (or its nominee) a Security or Securities in certificated form in the appropriate aggregate principal amount in the name of such beneficial owner (or its nominee) as the Holder thereof and bearing such restrictive legends as may be required by this Indenture. Any transfer of a beneficial interest in the Global Security which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (or its nominee) of a Security or Securities in certificated form registered in the name of the transferee (or its nominee) on the books maintained by the Registrar in accordance with the transfer restrictions set forth herein. With respect to any such transfer, the Trustee will cause the aggregate principal amount of the Global Security to be reduced by the principal amount of the respective beneficial interest in the Global Security being transferred in accordance with the rules and procedures of the Depositary and the Letter of Representations and, following such reduction, the Company will execute and the Registrar will authenticate and make available for delivery to the transferee (or such transferee's nominee, as the case may be), a Security or Securities in certificated form (bearing such restrictive legends as may be required by this Indenture) in the appropriate aggregate principal amount in the name of such transferee (or its nominee) as the Holder thereof may request. With respect to the Global Security, the Company and the Trustee shall be entitled to treat the Person in whose name such Security is registered as the absolute owner of such Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be made or registered, in neither the name of any Person other than Company nor the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Issuer that it is unwilling or unable to continue to act as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Securities Trustee shall have been appointed within 90 days of such notification any responsibility or of the Issuer becoming aware of the Depositary’s ceasing obligation to be so registered as the case may be, (B) the Issuer in its sole discretion shall have notified the Depositary by Issuer Order that the Global Securities shall be exchanged for such Securities, (C) there shall have occurred and be continuing an Event of Default with respect to the Securities and the any beneficial owners of not less than 50% of the aggregate unpaid principal amount evidenced by such Global Security advise the Trustee and the Depositary for such Global Security through its participants in writing that the continuation of the book-entry system is no longer in the best interests of such beneficial owners of the Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to the preceding paragraph, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 905 or 1107 or otherwise, shall be authenticated and delivered in the form of and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in the third paragraph of this Section 305(b) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary or its nominee may be treated by the Issuer, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoeveror to any direct or indirect participant of the Depositary. Neither Without limiting the immediately preceding sentence, neither the Company nor the Trustee nor any of its agents shall have any responsibility or liability for obligation with respect to (i) the actions taken accuracy of the records of any Depositary or not taken by any other Person with respect to any ownership interest in the DepositaryGlobal Security, (ii) the delivery to any Person, other than a Holder, of any notice with respect to the Global Security, including any notice of redemption or refunding, (iii) the selection of the particular Securities or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of the Global Security or (iv) the payment to any Person, other than a Holder, of any amount with respect to the principal of, Redemption Price ,or interest on a Global Security. Notwithstanding the foregoing, the Depositary for any Global Security Trustee may grant proxies and otherwise authorize any personrecognize votes by, including or on behalf of, the beneficial owners of interests any interest in such Global SecuritySecurity if such votes were made by beneficial owners of a related portion of the Securities when such votes are received in compliance with an omnibus proxy of the Depositary or otherwise pursuant to the rules and procedures of the Depositary and the provisions of the Letter of Representations, or other comparable evidence delivered to take any action which a Holder is entitled to take under this Indenture with respect to such Global Securitythe Trustee by the Holder.