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Indenture For Convertible Senior Debentures

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Sectors: Computer Hardware
Governing Law: New York, View New York State Laws
Effective Date: December 20, 2006
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EXHIBIT 10-AAuu

TECH DATA CORPORATION

2.75% Convertible Senior Debentures due 2026 Indenture

Dated as of December 20, 2006

U.S. BANK NATIONAL ASSOCIATION,

Trustee

TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions. 1 Section 1.2 Other Definitions. 5 Section 1.3 Incorporation by Reference of Trust Indenture Act 6 Section 1.4 Rules of Construction 6 Section 1.5 Acts of Holders 6 ARTICLE II THE SECURITIES 7 Section 2.1 Form and Dating 7 Section 2.2 Execution and Authentication 9 Section 2.3 Registrar, Paying Agent and Conversion Agent 9 Section 2.4 Paying Agent to Hold Money and Securities in Trust 10 Section 2.5 Securityholder Lists 10 Section 2.6 Transfer and Exchange 10 Section 2.7 Replacement Securities 11 Section 2.8 Outstanding Securities; Determinations of Holders' Action Securities 12 Section 2.9 Temporary Securities 13 Section 2.10 Cancellation 13 Section 2.11 Persons Deemed Owners 13 Section 2.12 Global Securities 14 Section 2.13 CUSIP Numbers 16


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TABLE OF CONTENTS

(continued)

Page ARTICLE III REDEMPTION AND PURCHASES 17 Section 3.1 Company' s Right to Redeem; Notices to Trustee 17 Section 3.2 Selection of Securities to Be Redeemed 17 Section 3.3 Notice of Redemption 17 Section 3.4 Effect of Notice of Redemption 18 Section 3.5 Deposit of Redemption Price 18 Section 3.6 Securities Redeemed in Part 18 Section 3.7 Purchase of Securities by the Company at Option of the Holder 18 Section 3.8 Purchase of Securities at Option of the Holder upon a Fundamental Change 21 Section 3.9 Effect of Purchase Notice or Fundamental Change Purchase Notice 26 Section 3.10 Deposit of Purchase Price or Fundamental Change Purchase Price 27 Section 3.11 Securities Purchased in Part 27 Section 3.12 Covenant to Comply With Securities Laws Upon Purchase of Securities 28 Section 3.13 Repayment to the Company 28 ARTICLE IV COVENANTS 28 Section 4.1 Payment of Securities 28 Section 4.2 SEC and Other Reports 28 Section 4.3 Compliance Certificate 29 Section 4.4 Further Instruments and Acts 29 Section 4.5 Maintenance of Office or Agency 29 Section 4.6 Delivery of Certain Information 30 Section 4.7 Calculation of Original Issue Discount 30


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TABLE OF CONTENTS

(continued)

Page ARTICLE V SUCCESSOR CORPORATION 30 Section 5.1 When Company May Merge or Transfer Assets 30 ARTICLE VI DEFAULTS AND REMEDIES 31 Section 6.1 Events of Default 31 Section 6.2 Acceleration 34 Section 6.3 Other Remedies 34 Section 6.4 Waiver of Past Defaults 34 Section 6.5 Control by Majority 34 Section 6.6 Limitation on Suits 35 Section 6.7 Rights of Holders to Receive Payment 35 Section 6.8 Collection Suit by Trustee 35 Section 6.9 Trustee May File Proofs of Claim 35 Section 6.10 Priorities 36 Section 6.11 Undertaking for Costs 36 Section 6.12 Waiver of Stay, Extension or Usury Laws 37 ARTICLE VII TRUSTEE 37 Section 7.1 Duties of Trustee 37 Section 7.2 Rights of Trustee 38 Section 7.3 Individual Rights of Trustee 39 Section 7.4 Trustee' s Disclaimer 40 Section 7.5 Notice of Defaults 40


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TABLE OF CONTENTS

(continued)

Page Section 7.6 Reports by Trustee to Holders 40 Section 7.7 Compensation and Indemnity 40 Section 7.8 Replacement of Trustee 41 Section 7.9 Successor Trustee by Merger 42 Section 7.10 Eligibility; Disqualification 42 Section 7.11 Preferential Collection of Claims Against Company 42 ARTICLE VIII DISCHARGE OF INDENTURE 42 Section 8.1 Discharge of Liability on Securities 42 Section 8.2 Repayment to the Company 42 ARTICLE IX AMENDMENTS 43 Section 9.1 Without Consent of Holders 43 Section 9.2 With Consent of Holders 43 Section 9.3 Compliance with Trust Indenture Act 44 Section 9.4 Revocation and Effect of Consents, Waivers and Actions 44 Section 9.5 Notation on or Exchange of Securities 45 Section 9.6 Trustee to Sign Supplemental Indentures 45 Section 9.7 Effect of Supplemental Indentures 45 ARTICLE X CONVERSIONS 45 Section 10.1 Conversion Privilege and Consideration 45 Section 10.2 Conversion Procedure 47 Section 10.3 Fractional Shares 48


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TABLE OF CONTENTS

(continued)

Page Section 10.4 Taxes on Conversion 48 Section 10.5 Company to Provide Stock 48 Section 10.6 Adjustment for Change in Capital Stock 49 Section 10.7 Adjustment for Rights Issue 49 Section 10.8 Adjustment for Other Distributions 51 Section 10.9 Adjustment for Self Tender Offer 53 Section 10.10 When No Adjustment Required 53 Section 10.11 Notice of Adjustment 54 Section 10.12 Voluntary Increase 54 Section 10.13 Notice of Certain Transactions 54 Section 10.14 Reorganization of Company; Special Distributions 54 Section 10.15 Company Determination Final 57 Section 10.16 Trustee' s Adjustment Disclaimer 57 Section 10.17 Simultaneous Adjustments 57 Section 10.18 Successive Adjustments 58 ARTICLE XI MISCELLANEOUS 58 Section 11.1 Trust Indenture Act Controls 58 Section 11.2 Notices 58 Section 11.3 Communication by Holders with Other Holders 59 Section 11.4 Certificate and Opinion as to Conditions Precedent 59 Section 11.5 Statements Required in Certificate or Opinion 59 Section 11.6 Separability Clause 59 Section 11.7 Rules by Trustee, Paying Agent, Conversion Agent and Registrar 60


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(continued)

Page Section 11.8 Legal Holidays 60 Section 11.9 GOVERNING LAW; WAIVER OF JURY TRIAL 60 Section 11.10 No Recourse Against Others 60 Section 11.11 Successors 60 Section 11.12 Multiple Originals 60


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TIA SECTION

CROSS-REFERENCE TABLE INDENTURE
SECTION

Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A.** (a)(4) N.A. (a)(5) 7.10 (b) 7.8; 7.10 (c) N.A.

Section 311(a) 7.11 (b) 7.11 (c) N.A.

Section 312(a) 2.5 (b) 11.3 (c) 11.3

Section 313(a) 7.6 (b)(1) N.A. (b)(2) 7.6 (c) 7.6; 12.2 (d) 7.6

Section 314(a) 4.2; 4.4; 12.2 (b) N.A. (c)(1) 11.4(a) (c)(2) 11.4(a) (c)(3) N.A. (d) N.A. (e) 11.4(b) (f) N.A.

Section 315(a) 7.1(b) (b) 7.5; 12.2 (c) 7.1(a) (d) 7.1(c) (e) 6.11

Section 316(a)(last sentence) 2.9 (a)(1)(A) 6.5 (a)(1)(B) 6.4 (a)(2) N.A. (b) 6.7 (c) 12.5

Section 317(a)(1) 6.8 (a)(2) 6.9 (b) 2.4 * This Cross-Reference Table shall not, for any purpose, be deemed a part of this Indenture. ** N.A. means Not Applicable

INDENTURE dated as of December 20, 2006 between TECH DATA CORPORATION, a corporation duly organized and existing under the laws of the State of Florida (" Company" ) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (" Trustee" ).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company' s 2.75% Convertible Senior Debentures due 2026: ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions .

" Affiliate" of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For the purposes of this definition, " control" when used with respect to any specified person means the power to direct or cause the direction of the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms " controlling" and " controlled" have meanings correlative to the foregoing.

" Applicable Procedures" means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Global Security, in each case to the extent applicable to such transaction and as in effect from time to time.

" Bid Solicitation Agent" means a bid solicitation agent appointed by the Company to act in such capacity pursuant to Section 3 of Exhibit A-1.

" Board of Directors" means either the board of directors of the Company, the executive committee of such board or any duly authorized committee of such board.

" Business Day" means, with respect to any Security, a day that in the City of New York, is not a day on which banking institutions are authorized or required by law or regulation to close. " Capital Stock" for any corporation means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that corporation.

" Certificated Securities" means Securities that are in the form of the Securities attached hereto as Exhibit A-2.

" Common Stock" shall mean the shares of common stock, par value $0.0015 per share, of the Company existing on the date of this Indenture or any other shares of Capital Stock of the Company into which such common stock shall be reclassified or changed.

" Company" means the party named as the " Company" in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors. " Company Request" or " Company Order" means a written request or order signed in the name of the Company by any of its Chairman of the Board and Chief Executive Officer, Chief Financial Officer, Corporate Controller, Senior Vice President, Tax and Treasurer and Secretary or General Counsel, and delivered to the Trustee. " Continuing Directors" means, as of any date of determination, any member of the Board of Directors who (i) was a member of such Board of Directors on the date of this Indenture or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

" Corporate Trust Office" means the designated office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 100 Wall Street, Suite 1600, New York, New York 10005, Attention: Corporate Trust Services, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company). " Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. " Depositary" means, with respect to any Global Security, a clearing agency that is registered as such under the Exchange Act and is designated by the Company to act as Depositary for such Global Security (or any successor securities clearing agency so registered), which shall initially be The Depository Trust Company. " Exchange Act" means the Securities Exchange Act of 1934, as amended. " Global Securities" means Securities that are in the form of the Securities attached hereto as Exhibit A-1 and that are issued to a Depositary.

" Holder" or " Securityholder" means a person in whose name a Security is registered on the Registrar' s books.

" Indenture" means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including the provisions of the TIA that are deemed to be a part hereof.

" Issue Date" of any Security means the date on which the Security was originally issued or deemed issued as set forth on the face of the Security.

" Last Reported Sale Price" or " Sale Price" (A) when used in the context of the Common Stock, means the closing per share sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported on The NASDAQ Global Select Market or, if the Common Stock is not then quoted on The NASDAQ Global Select Market, then as reported by the principal U.S. exchange or quotation system the Common Stock is then listed or quoted; and (B) when used in the context of a Security, means, with respect to any date of determination, the average of the secondary market bid quotations per Security obtained by the Bid Solicitation Agent for $5 million principal amount of the Securities at approximately 4:00 p.m., New York time, on such determination date from three unaffiliated securities dealers selected by the Company; provided, that if the Securities become convertible into the Exchange Property the " Sale Price" shall be (1) 100% of the value of any Exchange Property consisting of cash, (2) the applicable closing sale price of any Exchange Property consisting of securities that are traded on a U.S. national securities exchange or approved for quotation on the NASDAQ Global Select Market or (3) the fair market value of any other Exchange Property, as determined by two independent nationally recognized investment banks selected by the Company for this purpose.

" Material Subsidiary" means any subsidiary of the Company which at the date of determination is a " significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the Securities Act and the Exchange Act.

" Officer" means any of the Chairman of the Board and Chief Executive Officer, Chief Financial Officer, Corporate Controller, Senior Vice President, Tax and Treasurer and Secretary or General Counsel. " Officers' Certificate" means a written certificate containing the information specified in Sections 11.4 and 11.5, signed in the name of the Company by one of the Chairman of the Board and Chief Executive Officer, Secretary or General Counsel and one of the Chief Financial Officer, Corporate Controller, Senior Vice President, Tax and Treasurer. An Officers' Certificate given pursuant to Section 4.3 shall be signed by the principal executive, principal financial or principal accounting officer of the Company but need not contain the information specified in Sections 11.4 and 11.5. " Opinion of Counsel" means a written opinion containing the information specified in Sections 11.4 and 11.5 from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of, or counsel to, the Company or the Trustee.

" person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. " Redemption Date" or " redemption date" shall mean the date specified in a notice of redemption on which the Securities may be redeemed in accordance with the terms of the Securities and this Indenture.

" Redemption Price" or " redemption price" shall have the meaning set forth in Section 5 of the Securities.

" Responsible Officer" shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

" Scheduled Trading Day" means any day on which the relevant exchange is scheduled to be open for trading.

" SEC" means the Securities and Exchange Commission.

" Securities" means any of the Company' s 2.75% Convertible Senior Debentures due 2026, as amended or supplemented from time to time, issued under this Indenture.

" Securities Act" means the Securities Act of 1933, as amended.

" Securityholder" or " Holder" means a person in whose name a Security is registered on the Registrar' s books.

" Stated Maturity" , when used with respect to any Security, means December 15, 2026. " Subsidiary" means any person of which at least a majority of the outstanding Voting Stock shall at the time directly or indirectly be owned or controlled by the Company or by one or more Subsidiaries or by the Company and one or more Subsidiaries.

" TIA" means the Trust Indenture Act of 1939 as in effect on the date of this Indenture, provided, however, that in the event the TIA is amended after such date, TIA means, to the extent required by any such amendment, the TIA as so amended. " trading day" means a day during which trading in securities generally occurs on The NASDAQ Global Select Market or, if the Common Stock is not quoted on The NASDAQ Global Select Market, on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or traded.

" Trustee" means the party named as the " Trustee" in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors.

" Voting Stock" of a person means Capital Stock of such person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such person (irrespective of whether or not at the time the Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

Section 1.2 Other Definitions .

Term Section: Defined in:

" Act" 1.5

" Agent Members" 2.12(b)

" Applicable Conversion Reference Period" 10.1(b)

" Average Sale Price" 10.7

" beneficial owner" 3.8(a)

" cash" 3.7(b)

" Cash Dividend" Exhibit A-1

" Company Notice" 3.7(c)

" Company Notice Date" 3.7(b)

" Company' s Filing Obligations" 6.1

" Contingent Interest Period" Exhibit A-1

" Conversion Agent" 2.3

" Conversion Date" 10.1

" Conversion Rate" 10.1(a)

" Conversion Value" 10.1(b)

" Daily Share Amounts" 10.1(b)

" Effective Date" 3.8(a)

" Event of Default" 6.1

" Exchange Property" 10.16(c)

" Exchange Property Average Price" 10.16(d)

" Exchange Property Value" 10.16(d)

" Ex-Dividend Time" 10.1(a)

" Fundamental Change" 3.8(a)

" Fundamental Change Purchase Date" 3.8(a)

" Fundamental Change Purchase Notice" 3.8(b)

" Fundamental Change Purchase Price" 3.8(a)

" Interest Payment Date" Exhibit A-1

" Legal Holiday" 11.8

" Make-Whole Premium" 3.8(a)

" Net Exchange Property" 10.16(d)

" Net Share Amount" 10.1(b)

" Non-Electing Share" 10.14(c)

" Notice of Default" 6.1

" Paying Agent" 2.3

" Payment Default" 14

" Principal Return" 10.1(b)

" Purchase Date" 3.7(a)

" Purchase Notice" 3.7(a)

" Purchase Price" 3.7(a)

" Registrar" 2.3

" Regular Record Date" Exhibit A-1

" Rule 144A Information" 4.6

" Securities Act" 1.1

" Stock Price" 3.8(a)

" Time of Determination" 10.1(a)

" Termination of Trading" 3.8(b)

" Trading Day" 10.1(b)

Section 1.3 Incorporation by Reference of Trust Indenture Act . Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: " Commission" means the SEC.

" indenture securities" means the Securities.

" indenture security holder" means a Securityholder.

" indenture to be qualified" means this Indenture.

" indenture trustee" or " institutional trustee" means the Trustee.

" obligor" on the indenture securities means the Company.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

Section 1.4 Rules of Construction . Unless the context otherwise requires:

(1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect in the United States from time to time;

(3) " or" is not exclusive; (4) " including" means including, without limitation; and

(5) words in the singular include the plural, and words in the plural include the singular.

Section 1.5 Acts of Holders . (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the " Act" of Holders signing such instrument or instruments. Proof of execution of any such

instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer' s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer' s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of Securities shall be proved by the register for the Securities. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

(e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a board resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. ARTICLE II

THE SECURITIES Section 2.1 Form and Dating . The Securities and the Trustee' s certificate of authentication shall be substantially in the form of Exhibits A-1 and A-2, which are a part of this Indenture. To the extent any provisions of the Securities and this Indenture are in conflict, the provisions of this Indenture shall control. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement required by usage is in a form acceptable to the Company). The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication.

(a) Global Securities . The Securities shall be issued in the form of one or more permanent Global Securities substantially in the form of Exhibit A-1. Such Global Securities shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary for the accounts of participants in the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided.

(b) Global Securities in General . Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and conversions. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with written instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary.

(c) Book-Entry Provisions . This Section 2.1(c) shall apply only to Global Securities deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depositary or its nominee, (b) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary' s instructions and (c) shall bear legends substantially to the following effect:

" UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR' S NOMINEE."

(d) Certificated Securities . In the event that the Securities are issued as Certificated Securities, including pursuant to Section 2.12(a)(ii), such Securities will be issued substantially in the form of Exhibit A-2 attached hereto. Section 2.2 Ex
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