Common use of Certificated Securities Clause in Contracts

Certificated Securities. Except as otherwise provided herein, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities. If certificated Initial Securities are issued, such certificated Initial Securities shall bear the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global Security, such Restricted Certificated Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed in accordance with this Section 2.1(c) or Section 2.6(g) hereof. After a transfer of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.

Certificated Securities. Except (a) A Global Security deposited with the Depository or with the Trustee as otherwise provided herein, Securities Custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of beneficial interests Definitive Securities in Global Securities will not be entitled an aggregate principal amount equal to receive physical delivery of certificated Securities. If certificated Initial Securities are issued, such certificated Initial Securities shall bear the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer principal amount of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global Security, in exchange for such Restricted Certificated Securities willGlobal Security, unless only if such transfer complies with Section 2.3 hereof and (i) the relevant Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has previously been exchangedoccurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under this Indenture. (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section shall be exchanged surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Security delivered in exchange for an interest in a Global the Transfer Restricted Security pursuant shall, except as otherwise provided by Section 2.3(e) hereof, bear the restricted securities legend set forth in Exhibit 1 hereto. (c) Subject to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed in accordance with this Section 2.1(c) or Section 2.6(g2.4(b) hereof. After , the registered Holder of a transfer of Global Security shall be entitled to grant proxies and otherwise authorize any Initial Securities during Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the period Securities. (d) In the event of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to occurrence of one of the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to applyevents specified in Section 2.4(a) hereof, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made Company shall promptly make available to the Holders Trustee a reasonable supply of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Definitive Securities in exchange for their Initial Securitiesdefinitive, all requirements pertaining fully registered form without interest coupons. EXHIBIT 1 to such Initial RULE 144A/REGULATION S APPENDIX [FORM OF FACE OF INITIAL SECURITY] [Global Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Securities Legend will be available to Holders of such Initial Legend] THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER OF THE SECURITY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT THE ISSUER SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, RESALE, ASSIGNMENT, PLEDGE OR TRANSFER PURSUANT TO CLAUSES (c) OR (d) ABOVE TO REQUIRE THE DELIVERY OF ANY OPINION (IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER) OF COUNSEL SATISFACTORY TO THE ISSUER, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER, (2) TO THE ISSUER OR ITS SUBSIDIARIES OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. [Temporary Regulation S Global Security Legend] BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE RULE 144A GLOBAL SECURITY OR THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(c)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING, SOCIETE ANONYME AND ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE. [Definitive Securities that do not exchange their Initial SecuritiesLegend] IN CONNECTION WITH ANY TRANSFER, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 4 CUSIP No. ------------ ISIN ------------ No. $ ------------- ---------

Certificated Securities. Except (a) A Global Security deposited with the Depositary or with the Trustee as otherwise provided hereincustodian for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of certificated Securities in an aggregate principal amount equal to the principal amount of such Global Security, owners in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a “clearing agency” registered under the Exchange Act and in either event a successor depositary is not appointed by the Company within 90 days, or (ii) an Event of beneficial interests Default has occurred and is continuing and DTC notifies the Trustee of its decision to exchange the Global Securities. Interests in Global Securities will not may also be entitled exchanged for certificated Securities upon request of the Company and the Holder thereof if such interest is held by an Affiliate of the Company. (b) Any Global Security that is transferable to receive physical delivery of certificated Securities. If certificated Initial the beneficial owners thereof pursuant to this Section shall be surrendered by the Depositary or the Securities are issuedCustodian to the Trustee located at its Corporate Trust Office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such certificated Initial Securities shall bear the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer of each portion of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global Security, such Restricted Certificated an equal aggregate principal amount of certificated Securities will, unless the relevant of authorized denominations. Any portion of a Global Security has previously been exchangedtransferred pursuant to this Section shall be executed, be exchanged authenticated and delivered only in denominations and registered in such names as the Depositary shall direct. Any certificated Security or Private Exchange Security delivered in exchange for an interest in a the Global Security pursuant shall, except as otherwise provided by Section 2.3(b), bear the Restricted Security Legend set forth in Exhibit 1 hereto. (c) Subject to the provisions of Section 2.6 hereof. Certificated Securities will include 2.4(b), the Restricted Securities Legend unless removed in accordance with this Section 2.1(cHolder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Supplemental Indenture or the Securities. (d) or Section 2.6(g) hereof. After a transfer In the event of the occurrence of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to applyevents specified in Section 2.4(a), the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made Company shall promptly make available to the Holders Trustee a reasonable supply of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange certificated Securities in exchange for their Initial Securitiesdefinitive, all requirements pertaining to such Initial fully registered form without interest coupons. [Global Security Legend]1 THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE AND SECTION 2.3 OF THE APPENDIX TO THE SUPPLEMENTAL INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE SUPPLEMENTAL INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE SUPPLEMENTAL INDENTURE. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Restricted Security Legend]2 THIS SECURITY AND THE GUARANTEES HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR THE GUARANTEES HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY AND THE GUARANTEES HEREOF BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING 1 For Global Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the only. 2 For Transfer Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offeronly.

Certificated Securities. Except (a) A Global Security deposited with the Depositary or with the Trustee as otherwise provided herein, custodian for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of beneficial interests Certificated Securities in Global Securities will not be entitled an aggregate principal amount equal to receive physical delivery of certificated Securities. If certificated Initial Securities are issued, such certificated Initial Securities shall bear the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer principal amount of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global Security, in exchange for such Restricted Global Security, only in the circumstances described in Section 2.13(c) of this Indenture and only if such transfer complies with Section 2.3 hereof. (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary or the custodian to the Trustee located at its Corporate Trust Office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Certificated Securities will, unless the relevant of authorized denominations. Any portion of a Global Security has previously been exchangedtransferred pursuant to this Section 2.4 shall be executed, be exchanged authenticated and delivered only in denominations equal to $2,000 or an integral multiple of $1,000 in excess thereof, and registered in such names as the Depositary shall direct. Any Certificated Security delivered in exchange for an interest in a Global Security pursuant to the provisions of shall, except as otherwise provided by Section 2.6 hereof. Certificated Securities will include 2.3, bear the Restricted Securities legend, Certificated Securities legend and, if applicable, the OID Legend unless removed set forth in accordance with this Section 2.1(cExhibit 1 hereto. (c) In no event shall beneficial interests in the Temporary Regulation S Global Security be transferred or Section 2.6(gexchanged for Certificated Securities prior to (x) hereof. After a transfer the expiration of the Restricted Period and (y) the receipt by the Registrar of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities certificates required pursuant to which Holders Rule 903(b)(3)(ii)(B) of Initial Regulation S under the Securities are offered Exchange Securities Act. [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]1 THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A “U.S. PERSON” AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS EXCHANGED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF SECURITIES INITIALLY ISSUED TO QIBS: ONE YEAR (OR SUCH SHORTER PERIOD AS IS PRESCRIBED BY RULE 144 UNDER THE SECURITIES ACT AS THEN IN EFFECT OR ANY SUCCESSOR RULE WITHOUT ANY VOLUME OR MANNER OF SALE RESTRICTIONS OR COMPLIANCE BY THE COMPANY WITH ANY CURRENT PUBLIC INFORMATION REQUIREMENTS THEREUNDER) AFTER THE LATER OF THE ISSUE DATE AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER OF SUCH SECURITY (OR ANY PREDECESSOR THERETO)] [IN THE CASE OF REGULATION S SECURITIES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN “DISTRIBUTORS” (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S] ONLY (A) TO THE COMPANY, THE SUBSIDIARY GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO PERSONS WHO ARE NOT U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OR LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED, THAT THE COMPANY, THE TRUSTEE AND THE TRANSFER AGENT SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE OR PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE REVERSE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. 1 To be included in exchange for their Initial Securitiesa Global Security THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial SecuritiesAS AMENDED (“ERISA”), and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.OR A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS OR (3) NO ADVICE PROVIDED BY US OR ANY OF OUR AFFILIATES HAS FORMED A PRIMARY BASIS FOR MAKING ANY INVESTMENT OR OTHER DECISION FOR OR ON BEHALF OF SUCH PLAN IN CONNECTION WITH THE SECURITIES OR THE EXERCISE OF ANY RIGHTS WITH RESPECT TO THE SECURITIES. THE RIGHTS ATTACHING TO THIS TEMPORARY REGULATION S GLOBAL SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING (I) THE EXCHANGE OF BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR RULE 144A GLOBAL SECURITY AND (II) THE TRANSFER OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY, ARE AS SPECIFIED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING THE ISSUER AT 6000 XXXXX XXXXXXX XXXXXX, XXXXXXXX XXXX, XXXXXXXX 00000, ATTENTION: INVESTOR RELATIONS. Certificate No. [CUSIP NO. [QIB: [●] / REG S: [●]]] $ [ISIN NO. [QIB: [●] / REG S: [●]]]

Certificated Securities. Except Pledgor represents and warrants that all of the Pledged Equity is issued in the form of Certificated Securities, Pledgor has delivered to Lender all Certificated Securities constituting the Pledged Equity, duly indorsed in blank within the meaning of the UCC, and each such Certificated Securities has been in the physical possession of Pledgor at all times prior to such delivery to Lender. Pledgor covenants and agrees that it shall not permit any Pledged Entity to convert existing Equity Interests, or issue new Equity Interests, other than as otherwise provided herein, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Certificated Securities. If certificated Initial Securities are issuedNotwithstanding the foregoing, such certificated Initial Securities Pledgor shall bear the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon promptly notify Lender if any permitted transfer of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global Security, such Restricted Certificated Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed in accordance with this Section 2.1(c) or Section 2.6(g) hereof. After a transfer of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement Equity Interests with respect to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to applya Pledged Entity (whether now owned or hereafter acquired by Pledgor) is not evidenced by a Certificated Security, and certificated Initial Securities without legends will be made available shall promptly thereafter take all actions required to perfect the Holders security interest of Lender in such Initial SecuritiesPledged Equity under applicable law as required under Section 1.3. Upon Pledgor further agrees to take such additional actions as Lender deems necessary or desirable to effect the consummation foregoing and to permit Lender to exercise any of a Registered Exchange Offer its rights and remedies hereunder and agrees to provide an opinion of counsel satisfactory to Lender with respect to the Initial any such pledge of Equity Interests which are not Certificated Securities pursuant to which Holders promptly upon request of Initial Securities are offered Exchange Securities in exchange for their Initial SecuritiesLender. WITHOUT LIMITING THE EFFECT OF THE IMMEDIATELY PRECEDING CLAUSE AND SUBJECT TO ARTICLE II HEREOF, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial SecuritiesPLEDGOR HEREBY GRANTS TO LENDER AN IRREVOCABLE PROXY TO VOTE THE PLEDGED EQUITY AND TO EXERCISE ALL OTHER RIGHTS, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange OfferPOWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED EQUITY WOULD BE ENTITLED (INCLUDING WITHOUT LIMITATION (A) GIVING OR WITHHOLDING WRITTEN CONSENTS, (B) CALLING SPECIAL MEETINGS, (C) VOTING AT SUCH MEETINGS, AND (D) VOTING AT ANY TIME OR PLACE) WITH RESPECT TO ANY ACTION, DECISION, DETERMINATION OR ELECTION BY THE PLEDGED ENTITIES OR THE HOLDERS OF THE RESPECTIVE EQUITY INTERESTS THEREIN THAT THE PLEDGED EQUITY (OR ANY NEW OR ADDITIONAL EQUITY INTEREST IN SUCH PLEDGED ENTITY) BE, OR CEASE TO BE, A CERTIFICATED SECURITY, AND ALL OTHER MATTERS RELATED TO ANY SUCH ACTION, DECISION, DETERMINATION OR ELECTION, WHICH PROXY SHALL BE EFFECTIVE AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED EQUITY ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY OTHER PERSON (INCLUDING THE ISSUER OF THE PLEDGED EQUITY OR ANY OFFICER OR AGENT THEREOF) AS OF THE DATE HEREOF) AND WHICH PROXY SHALL ONLY TERMINATE UPON THE PAYMENT AND PERFORMANCE IN FULL OF THE SECURED OBLIGATIONS. THE PROXIES AND POWERS GRANTED BY PLEDGOR PURSUANT TO THIS AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE GIVEN TO SECURE THE PERFORMANCE OF THE PLEDGOR’S OBLIGATIONS UNDER THIS AGREEMENT.

Certificated Securities. Except Certificated Securities shall be issued in exchange for interests in the Global Securities only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as otherwise provided hereindepositary for the Global Securities or if it at any time ceases to be a “clearing agency” registered under the Exchange Act if so required by applicable law or regulation and a successor depositary is not appointed by the Company within 90 days or (ii) the Company at any time and in its sole discretion determines not to have the Notes represented by a Global Security. In each case, owners the Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver Certificated Securities in an aggregate principal amount equal to the principal amount of such Global Securities in exchange therefor. Certificated Securities issued in exchange for beneficial interests in Global Securities will not shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee, provided that such Certificated Securities shall be in denominations of $2,000 of principal amount and integral multiple of $1,000 in excess thereof unless the Company instructs otherwise. The Trustee shall deliver or cause to be delivered such Certificated Securities to the persons in whose names such Securities are so registered. Such exchange shall be effected in accordance with the Applicable Procedures. Nothing herein shall require the Trustee to communicate directly with beneficial owners, and the Trustee shall in connection with any transfers hereunder be entitled to receive physical delivery of certificated Securitiesrely on instructions received through the registered Holder. If certificated Initial In the event that Certificated Securities are issued, such certificated Initial issued in exchange for beneficial interests in Global Securities shall bear the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global Security, such Restricted Certificated Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed in accordance with the foregoing paragraph and, thereafter, the events or conditions specified in this Section 2.1(c1.02(a)(1) or Section 2.6(g) hereof. After a transfer of any Initial Securities during which required such exchange shall have ceased to exist, the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect Company shall mail notice to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, Trustee and certificated Initial Securities without legends will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial stating that Holders may exchange Certificated Securities pursuant to which Holders of Initial for interests in Global Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities by complying with the Restricted Securities Legend will procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offergiven.

Certificated Securities. Except Certificated Securities shall be issued in exchange for interests in the Global Securities only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as otherwise provided hereindepositary for the Global Securities or if it at any time ceases to be a “clearing agency” registered under the Exchange Act if so required by applicable law or regulation and a successor depositary is not appointed by the Company within 90 days, owners (ii) the Company at any time and in its sole discretion determines not to have the 2039 Notes represented by a Global Security, or (iii) an Event of Default has occurred and is continuing. In each case, the Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver Certificated Securities in an aggregate principal amount equal to the principal amount of such Global Securities in exchange therefor. Certificated Securities issued in exchange for beneficial interests in Global Securities will not shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver or cause to be delivered such Certificated Securities to the persons in whose names such Securities are so registered. Such exchange shall be effected in accordance with the Applicable Procedures. Nothing herein shall require the Trustee to communicate directly with beneficial owners, and the Trustee shall in connection with any transfers hereunder be entitled to receive physical delivery of certificated Securitiesrely on instructions received through the registered Holder. If certificated Initial In the event that Certificated Securities are issued, such certificated Initial issued in exchange for beneficial interests in Global Securities shall bear the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global Security, such Restricted Certificated Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed in accordance with the foregoing paragraph and, thereafter, the events or conditions specified in this Section 2.1(c1.02(a)(1) or Section 2.6(g) hereof. After a transfer of any Initial Securities during which required such exchange shall have ceased to exist, the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect Company shall mail notice to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, Trustee and certificated Initial Securities without legends will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial stating that Holders may exchange Certificated Securities pursuant to which Holders of Initial for interests in Global Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities by complying with the Restricted Securities Legend will procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offergiven.

Certificated Securities. Except as otherwise provided herein, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities. If Purchasers of Initial Securities who are not QIBs (referred to herein as the "Non-Global Purchasers") will receive certificated Initial Securities are issued, such certificated Initial Securities shall bear bearing the Restricted Securities Legend set forth in Exhibit A hereto ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest QIB or in a Global Securityaccordance with Regulation S, such Restricted Certificated Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 2.06 hereof. Certificated Securities will include the Restricted Securities Legend set forth in Exhibit A unless removed in accordance with this Section 2.1(c2.01(c) or Section 2.6(g2.06(g) hereof. After a transfer of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend set forth in Exhibit A hereto will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.

Certificated Securities. Except as otherwise provided herein, owners of beneficial interests in Global Securities will not be entitled (i) With respect to receive physical delivery of certificated Securities. If certificated Initial Securities are issuedeach Original Lien Grantor, such certificated Initial Securities shall bear Original Lien Grantor will deliver, (A) on the Restricted Securities Legend ("Restricted Certificated Securities"); providedEffective Date, however, that upon any permitted transfer of such Restricted to the Collateral Agent as Collateral hereunder all certificates representing Pledged Certificated Securities that are Equity Interests and (I) issued by any Domestic Subsidiary or (II) representing any other Pledged Securities, in each case, then directly owned by such Original Lien Grantor and identified on Schedule 1 of this Agreement as required to a Person who desires to hold be pledged as part of the Securities pursuant to an interest in a Global SecurityEffective Date Collateral and Guarantee Requirement, such Restricted Certificated Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed (B) in accordance with Section 5.13(a) of the Credit Agreement, within 90 days after the Effective Date, to the Collateral Agent as Collateral hereunder all certificates representing Pledged Certificated Securities that are Equity Interests and (I) issued by any Restricted Foreign Subsidiary or (II) representing any other Pledged Securities, in each case, then directly owned by such Original Lien Grantor and identified on Schedule 1 of this Agreement as required to be pledged as part of the Post-Closing Collateral and Guarantee Requirement and (C) in accordance with Section 5.13(b) of the Credit Agreement, within 90 days after the Restatement Date, to the Collateral Agent as Collateral hereunder all certificates representing Pledged Certificated Securities that are Equity Interests and issued by any Material Foreign Subsidiary then directly owned by such Original Lien Grantor (to the extent that such Securities have not been pledged and delivered pursuant to clause (i)(B)of this Section 2.1(c7(a)). (ii) With respect to any other Lien Grantor, such Lien Grantor will deliver, on the date on which it signs and delivers its first Security Agreement Supplement or, in the case of Pledged Certificated Securities that are Equity Interests in any Foreign Subsidiary, as promptly as practicable, to the Collateral Agent as Collateral hereunder all certificates representing Pledged Certificated Securities that are Equity Interests then directly owned by such Lien Grantor and required to be included in the Collateral. (iii) After the pledge and delivery of Pledged Certificated Securities described in clause (i) or (ii) of this Section 2.6(g) hereof. After 7(a), whenever such Original Lien Grantor or such Lien Grantor, as the case may be, acquires any other certificate representing a transfer of any Initial Securities during Pledged Certificated Security that are Equity Interests and required to be included in the period of Collateral, such Original Lien Grantor or such Lien Grantor, as the effectiveness ofcase may be, and pursuant to, a Shelf Registration Statement with respect will promptly deliver such certificate to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made available Collateral Agent as Collateral hereunder. The provisions of this subsection are subject to the Holders limitation in Section 7(g) in the case of such Initial Securities. Upon the consummation of Securities that are voting Equity Interests in a Registered Exchange Offer with respect Foreign Subsidiary and to the Initial Securities pursuant limitation in Section 7(h) in the case of Equity Interests that are subject to which Holders of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange OfferPermitted Encumbrances.

Certificated Securities. Except as otherwise provided herein, owners of beneficial interests in Global Securities will not be entitled (i) With respect to receive physical delivery of certificated Securities. If certificated Initial Securities are issuedeach Original Lien Grantor, such Original Lien Grantor will deliver (A), on the Canadian Effective Date to the Collateral Agent as Collateral hereunder all certificates representing Pledged certificated Initial Securities shall bear the Restricted Securities Legend ("Restricted Pledged Certificated Securities"); provided, however, ) that upon are Equity Interests and issued by any permitted transfer Material Canadian Subsidiary then directly owned by such Original Lien Grantor and identified on Schedule 1 of such Restricted Certificated Securities this Agreement as required to a Person who desires to hold be pledged under Section 5.13(a) of the Securities pursuant to an interest in a Global Security, such Restricted Certificated Securities will, unless Credit Agreement and the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed Post-Closing Collateral and Guarantee Requirement and (B) in accordance with Section 5.13(b) of the Credit Agreement within 90 days after the Restatement Date, to the Collateral Agent as Collateral hereunder all certificates representing Pledged Certificated Securities that are Equity Interests issued by any Material Canadian Subsidiary then directly owned by such Original Lien Grantor (to the extent such Securities have not been pledged and delivered pursuant to clause (i)(A) of this Section 2.1(c7(a)). (ii) With respect to any other Lien Grantor, such Lien Grantor will deliver, on the date on which it signs and delivers its first Guarantee and Security Agreement Supplement (or on its Relevant Date in the case of a Guarantor which is not an Original Lien Grantor) to the Collateral Agent as Collateral hereunder all certificates representing Pledged Certificated Securities that are Equity Interests issued by any Material Canadian Subsidiary then directly owned by such Lien Grantor and required to be included in the Collateral. (iii) After the pledge and delivery of Pledged Certificated Securities described in clause (i) or (ii) of this Section 2.6(g) hereof. After a transfer 7(a), whenever such Original Lien Grantor or such Lien Grantor, as the case may be, acquires direct ownership of any Initial Securities during other certificate representing a Pledged Certificated Security that is an Equity Interest and required to be included in the period of Collateral, such Original Lien Grantor or such Lien Grantor, as the effectiveness ofcase may be, and pursuant to, a Shelf Registration Statement with respect will promptly deliver such certificate to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made available Collateral Agent as Collateral hereunder. The provisions of this subsection are subject to the Holders limitation in Section 7(g) in the case of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect Equity Interests that are subject to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange OfferPermitted Encumbrances.

Certificated Securities. Except as otherwise provided herein, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities. If Purchasers of Initial Securities who are not QIBs (referred to herein as the "Non-Global Purchasers") will receive certificated Initial Securities are issued, such certificated Initial Securities shall bear bearing the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global SecurityQIB, such Restricted Certificated Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed in accordance with this Section 2.1(c) or Section 2.6(g) hereof. After a transfer of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.. 47 38

Certificated Securities. Except (a) A Global Security deposited with the Depository or with the Trustee as otherwise provided herein, Securities Custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of beneficial interests Definitive Securities in Global Securities will not be entitled an aggregate principal amount equal to receive physical delivery of certificated Securities. If certificated Initial Securities are issued, such certificated Initial Securities shall bear the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer principal amount of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global Security, in exchange for such Restricted Certificated Securities willGlobal Security, unless only if such transfer complies with Section 2.3 hereof and (i) the relevant Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security and the Depository fails to appoint a successor depositary or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and, in either case, a successor Depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has previously been exchangedoccurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under this Indenture. (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be exchanged surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Security delivered in exchange for an interest in a Global the Transfer Restricted Security pursuant shall, except as otherwise provided by Section 2.3(e) hereof, bear the restricted securities legend set forth in Exhibit 1 hereto. (c) Subject to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed in accordance with this Section 2.1(c) or Section 2.6(g2.4(b) hereof. After , the registered Holder of a transfer of Global Security shall be entitled to grant proxies and otherwise authorize any Initial Securities during Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the period Securities. (d) In the event of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to occurrence of one of the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to applyevents specified in Section 2.4(a) hereof, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made Company shall promptly make available to the Holders Trustee a reasonable supply of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Definitive Securities in exchange for their Initial Securitiesdefinitive, all requirements pertaining fully registered form without interest coupons. EXHIBIT 1 to such Initial RULE 144A/REGULATION S APPENDIX [FORM OF FACE OF SECURITY] [Global Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] [Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial SecuritiesLegend] THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN ROLE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,

Certificated Securities. Except as otherwise provided hereinin this Section or Section 2.06 or 2.09, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities. If Purchasers of Initial Securities who are not QIBs (referred to herein as the "Non-Global Purchasers") will receive certificated Initial Securities are issued, such certificated Initial Securities shall bear bearing the Restricted Securities Legend restricted securities legend set forth in Exhibit A hereto ("Restricted Certificated Definitive Securities"); provided, however, that upon any permitted transfer of such Restricted Certificated certificated Initial Securities to a Person who desires to hold the Securities pursuant to an interest in a Global SecurityQIB, such Restricted Certificated certificated Initial Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 hereof2.06. Certificated Definitive Securities will include bear the Restricted Securities Legend restricted securities legend set forth on Exhibit A unless removed in accordance with this Section 2.1(c2.01(c) or Section 2.6(g) hereof2.06(g). After a transfer of any Initial Securities during the period of the effectiveness of, and pursuant to, of a Shelf Registration Statement with respect to the such Initial Securities, all requirements pertaining to legends on such Initial Securities Security will cease to apply, the requirements requiring that any such Initial Securities Security issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Securities Security without legends will be made available to the Holders transferee of the Holder of such Initial SecuritiesSecurities upon exchange of such transferring Holder's certificated Initial Security or directions to transfer such Holder's interest in the Global Security, as applicable. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of such Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend restricted securities legend set forth in Exhibit A hereto will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.

Certificated Securities. Except as otherwise provided hereinto actions to be taken by the Collateral Agent, owners of beneficial interests in Global Securities will not be entitled QCII hereby represents, warrants and covenants as follows with respect to receive physical delivery of certificated any Pledged Certificated Securities: (a) Concurrently herewith, QCII shall deliver to Collateral Agent all certificates representing Pledged Certificated Securities. If certificated Initial Securities are issuedWhenever QCII acquires any other certificate representing a Pledged Certificated Security, QCII will immediately deliver such certificated Initial Securities shall bear certificate to the Restricted Securities Legend Collateral Agent as Collateral hereunder. ("Restricted Certificated Securities"); providedb) Collateral Agent hereby acknowledges, howeverpursuant to Section 9-313 of the UCC, that upon it holds any permitted transfer of such Restricted Pledged Certificated Securities to a Person who desires to hold for the benefit of the Secured Parties under this Agreement and the holders of any Additional Secured Obligations which are secured by such Pledged Certificated Securities pursuant to an interest any Secured Agreement other than this Agreement (Collateral Agent hereby disclaiming any duty to such parties (other than duties expressly set forth in a Global Securitythis Agreement)). Upon termination of all Transaction Liens pursuant to Section 15, such Restricted at the request of the Secured Parties under this Agreement or the holders of any Additional Secured Obligations, Collateral Agent shall deliver all Pledged Certificated Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant its possession to the provisions of Section 2.6 hereof. collateral agent or secured party under any Secured Agreement granting Liens in such Pledged Certificated Securities will include in favor of the Restricted Securities Legend unless removed in accordance with this Section 2.1(c) or Section 2.6(g) hereof. After a transfer holders of any Initial Additional Secured Obligations. (c) All Pledged Certificated Securities during owned by QCII, when delivered to the period Collateral Agent, will be indorsed to the order of the effectiveness ofCollateral Agent, or accompanied by duly executed instruments of assignment, with signatures appropriately guaranteed, all in form and pursuant to, a Shelf Registration Statement with respect substance satisfactory to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange OfferCollateral Agent.

Certificated Securities. Except as otherwise provided hereinin Section 7.9, owners of beneficial interests in the Rule 144A Global Securities Preferred Security will not be entitled to receive physical delivery of certificated Preferred Securities. If certificated Initial Preferred Securities are issuedoffered and sold in reliance on Regulation S under the Securities Act ("Regulation S"), such certificated Initial Securities as provided in the Purchase Agreement, shall be issued initially in the form of individual certificates in definitive, fully registered form without distribution coupons and shall bear the Restricted Securities Legend set forth in Exhibit A-1 hereto (the "Regulation S Definitive Preferred Securities"). Purchasers of Securities who are institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and did not purchase Preferred Securities in reliance on Regulation S under the Securities Act will receive Preferred Securities in the form of individual certificates in definitive, fully registered form without distribution coupons and with the Restricted Securities Legend set forth in Exhibit A-1 hereto ("Restricted Certificated Definitive Preferred Securities"); providedPROVIDED, howeverHOWEVER, that upon any permitted transfer of such Restricted Certificated Definitive Preferred Securities to a Person who desires to hold the Securities pursuant to an interest in a Global SecurityQIB, such Restricted Certificated Definitive Preferred Securities will, unless the relevant Rule 144A Global Preferred Security has previously been exchanged, be exchanged for an interest in a Rule 144A Global Preferred Security pursuant to the provisions of Section 2.6 hereof9.2. Certificated Restricted Definitive Preferred Securities will include bear the Restricted Securities Legend set forth on Exhibit A-1 unless removed in accordance with this Section 2.1(c) 7.3 or Section 2.6(g) hereof. After a transfer of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer9.2.

Certificated Securities. Except as otherwise provided herein, owners of beneficial interests in Global Securities will shall not be entitled to receive physical delivery of certificated Securities. If Purchasers of Initial Securities who are not QIBs (referred to herein as the "Non-Global Purchasers") shall receive certificated Initial Securities are issued, such certificated Initial Securities shall bear bearing the Restricted Securities Legend set forth in Exhibit A hereto ("Restricted Certificated Securities"); providedPROVIDED, howeverHOWEVER, that upon any permitted transfer of such Restricted Certificated Securities to a Person who desires to hold QIB or in accordance with Regulation S under the Securities pursuant to an interest in a Global SecurityAct, such Restricted Certificated Securities willshall, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 2.06 hereof. Restricted Certificated Securities will shall include the Restricted Securities Legend set forth in Exhibit A unless removed in accordance with this Section 2.1(c2.01(c) or Section 2.6(g2.06(g) hereof. After a transfer of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to the Initial Securities, all requirements pertaining to legends on such Initial Securities will shall cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will shall cease to apply, and certificated Initial Securities without legends will shall be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will shall cease to apply and certificated Initial Securities with the Restricted Securities Legend will set forth in Exhibit A hereto shall be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will shall be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.

Certificated Securities. Except as otherwise provided herein, owners of beneficial interests in Global Securities will not be entitled (i) With respect to receive physical delivery of certificated Securities. If certificated Initial Securities are issuedeach Original Lien Grantor, such certificated Initial Securities shall bear Original Lien Grantor will deliver, on the Restricted Securities Legend ("Restricted Certificated Securities"); providedEffective Date, however, that upon any permitted transfer of such Restricted to the Collateral Agent as Collateral hereunder all certificates representing Pledged Certificated Securities that are Equity Interests directly owned by such Original Lien Grantor and issued by any Domestic Subsidiary or any Material Foreign Subsidiary. (ii) With respect to a Person who desires to hold the Securities pursuant to an interest in a Global Securityany other Lien Grantor, such Restricted Lien Grantor will deliver, on the date on which it signs and delivers its first Guarantee and Security Agreement Supplement or, in the case of Pledged Certificated Securities willthat are Equity Interests directly owned by such Lien Grantor and issued by any Material Foreign Subsidiary, unless the relevant Global Security has previously been exchangedas promptly as practicable, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 hereof. Collateral Agent as Collateral hereunder all certificates representing Pledged Certificated Securities that are Equity Interests then directly owned by such Lien Grantor and issued by a Material Subsidiary. (iii) With respect to each Lien Grantor, such Lien Grantor will include deliver, within 30 days after the Restricted Reinstatement Date, to the Collateral Agent as Collateral hereunder all certificates representing Pledged Certificated Securities Legend unless removed that are Equity Interests directly owned by such Lien Grantor and issued by any Domestic Subsidiary or any Material Foreign Subsidiary (or, in accordance with this Section 2.1(c) or Section 2.6(g) hereof. After a transfer the case of Pledged Certificated Securities that are Equity Interests in any Initial Securities during Foreign Subsidiary, as promptly as practicable thereafter), provided that if both the period of Administrative Agent and the effectiveness ofSyndication Agent agree in their discretion, and pursuant to, a Shelf Registration Statement with respect to the Initial Securitiesany pledge of Certificated Securities that are Equity Interests issued by a Material Foreign Subsidiary and that shall not have previously been pledged hereunder, all requirements pertaining to legends on that such Initial Securities will cease to applypledge is impossible, impractical or unreasonably burdensome or expensive (or has been substantially, but not fully completed), the requirements requiring that Administrative Agent and the Syndication Agent may, in their respective good faith discretion, consent to a waiver of the pledge of any such Initial Certificated Securities. (iv) After the pledge and delivery of Pledged Certificated Securities issued described in clause (i), (ii) or (iii) of this Section 7(a), whenever such Original Lien Grantor or such Lien Grantor, as the case may be, acquires any other certificate representing a Pledged Certificated Security that is an Equity Interest required to certain Holders be issued included in global form the Collateral, such Original Lien Grantor or such Lien Grantor, as the case may be, will cease to apply, and certificated Initial Securities without legends will be made available promptly deliver such certificate to the Holders Collateral Agent as Collateral hereunder. The provisions of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect this Section 7(a) are subject to the Initial Securities pursuant to which Holders limitation in Section 7(g) in the case of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued are voting Equity Interests in a Foreign Subsidiary and to certain Holders be issued the limitation in global form will cease Section 7(h) in the case of Equity Interests that are subject to apply and certificated Initial Securities with the Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange OfferPermitted Encumbrances.

Certificated Securities. Except Certificated Securities shall be issued in exchange for interests in the Global Securities only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as otherwise provided hereindepositary for the Global Securities or if it at any time ceases to be a “clearing agency” registered under the Exchange Act if so required by applicable law or regulation and a successor depositary is not appointed by the Company within 90 days, owners (ii) the Company at any time and in its sole discretion determines not to have the 2019 Notes represented by a Global Security, or (iii) an Event of Default has occurred and is continuing. In each case, the Company shall execute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver Certificated Securities in an aggregate principal amount equal to the principal amount of such Global Securities in exchange therefor. Certificated Securities issued in exchange for beneficial interests in Global Securities will not shall be registered in such names and shall be in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver or cause to be delivered such Certificated Securities to the persons in whose names such Securities are so registered. Such exchange shall be effected in accordance with the Applicable Procedures. Nothing herein shall require the Trustee to communicate directly with beneficial owners, and the Trustee shall in connection with any transfers hereunder be entitled to receive physical delivery of certificated Securitiesrely on instructions received through the registered Holder. If certificated Initial In the event that Certificated Securities are issued, such certificated Initial issued in exchange for beneficial interests in Global Securities shall bear the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global Security, such Restricted Certificated Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed in accordance with the foregoing paragraph and, thereafter, the events or conditions specified in this Section 2.1(c1.02(a)(1) or Section 2.6(g) hereof. After a transfer of any Initial Securities during which required such exchange shall have ceased to exist, the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect Company shall mail notice to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, Trustee and certificated Initial Securities without legends will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial stating that Holders may exchange Certificated Securities pursuant to which Holders of Initial for interests in Global Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities by complying with the Restricted Securities Legend will procedures set forth in this Indenture and briefly describing such procedures and the events or circumstances requiring that such notice be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offergiven.

Certificated Securities. Except as otherwise provided hereinin Section 2.09, owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities. If Purchasers of Initial Notes who are not QIBs and did not purchase Initial Notes sold in reliance on Regulation S under the Securities Act (referred to herein as the "Non-Global Purchasers") will receive certificated Initial Securities are issued, such certificated Initial Securities shall bear Notes bearing the Restricted Securities Legend set forth in Exhibit A hereto ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer of such Restricted Certificated Securities certificated Initial Notes to a Person who desires to hold the Securities pursuant to an interest QIB or in a Global Securityaccordance with Regulation S, such Restricted Certificated Securities certificated Initial Notes will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 2.06 hereof. Certificated Restricted Securities will include bear the Restricted Securities Legend set forth on Exhibit A unless removed in accordance with this Section 2.1(c) or Section 2.6(g2.06(b) hereof. After a transfer of any Initial Securities Notes during the period of the effectiveness of, and pursuant to, of a Shelf Registration Statement with respect to the Initial SecuritiesNotes, all requirements pertaining to legends on such Initial Securities Note will cease to apply, the requirements requiring that any such Initial Securities Note issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Securities Note without legends will be made available to the Holders Holder of such Initial SecuritiesNotes. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities Notes pursuant to which Holders of Initial Securities Notes are offered Exchange Securities Notes in exchange for their Initial SecuritiesNotes, all requirements pertaining to such Initial Securities that Initial Securities Notes issued to certain Holders be issued in global form will cease to apply and (i) certificated Initial Securities Notes with the Restricted Securities Legend set forth in Exhibit A hereto will be available to Holders of such Initial Securities Notes that do not exchange their Initial SecuritiesNotes, and (ii) Exchange Securities Notes in certificated form will be available to Holders that exchange such Initial Securities Notes in such Registered Exchange Offer.

Certificated Securities. Except as otherwise provided herein, ------------------------ owners of beneficial interests in Global Securities will not be entitled to receive physical delivery of certificated Securities. If Purchasers of Initial Securities who are not QIBs (referred to herein as the "Non-Global Purchasers") will receive certificated Initial Securities are issued, such certificated Initial Securities shall bear bearing the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted -------- ------- transfer of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest QIB or in a Global Securityaccordance with Regulation S, such Restricted Certificated Securities will, unless the relevant Global Security has previously been exchanged, be exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6 2.06 hereof. Certificated Securities will include the Restricted Securities Legend unless removed in accordance with this Section 2.1(c2.01(c) or Section 2.6(g2.06(g) hereof. After a transfer of any Initial Securities during the period of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to apply, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made available to the Holders of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Restricted Securities Legend will be available to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.

Certificated Securities. Except (a) A Global Security deposited with the Depository or with the Trustee as otherwise provided herein, Securities Custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of beneficial interests Definitive Securities in Global Securities will not be entitled an aggregate principal amount equal to receive physical delivery of certificated Securities. If certificated Initial Securities are issued, such certificated Initial Securities shall bear the Restricted Securities Legend ("Restricted Certificated Securities"); provided, however, that upon any permitted transfer principal amount of such Restricted Certificated Securities to a Person who desires to hold the Securities pursuant to an interest in a Global Security, in exchange for such Restricted Certificated Securities willGlobal Security, unless only if such transfer complies with Section 2.3 hereof and (i) the relevant Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security and the Depository fails to appoint a successor depositary or if at any time such Depository ceases to be a "clearing agency" registered under the Exchange Act and, in either case, a successor Depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has previously been exchangedoccurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under this Indenture. (b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be exchanged surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the Depository shall direct. Any Definitive Security delivered in exchange for an interest in a Global the Transfer Restricted Security pursuant shall, except as otherwise provided by Section 2.3(e) hereof, bear the restricted securities legend set forth in Exhibit 1 hereto. (c) Subject to the provisions of Section 2.6 hereof. Certificated Securities will include the Restricted Securities Legend unless removed in accordance with this Section 2.1(c) or Section 2.6(g2.4(b) hereof. After , the registered Holder of a transfer of Global Security shall be entitled to grant proxies and otherwise authorize any Initial Securities during Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the period Securities. (d) In the event of the effectiveness of, and pursuant to, a Shelf Registration Statement with respect to occurrence of one of the Initial Securities, all requirements pertaining to legends on such Initial Securities will cease to applyevents specified in Section 2.4(a) hereof, the requirements requiring that any such Initial Securities issued to certain Holders be issued in global form will cease to apply, and certificated Initial Securities without legends will be made Company shall promptly make available to the Holders Trustee a reasonable supply of such Initial Securities. Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of Initial Securities are offered Exchange Definitive Securities in exchange for their Initial Securitiesdefinitive, all requirements pertaining fully registered form without interest coupons. EXHIBIT 1 to such Initial RULE 144A/REGULATION S/IAI APPENDIX [FORM OF FACE OF SECURITY] [Global Securities that Initial Securities issued to certain Holders be issued in global form will cease to apply and certificated Initial Securities with the Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] [Restricted Securities Legend will be available Legend] THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) XXXXXX XXX XXXXXX XXXXXX TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. [Temporary Regulation S Global Security Legend] EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING, SOCIETE ANONYME AND ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE. BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BENEFICIAL INTERESTS IN A RULE 144A GLOBAL SECURITY OR AN IAI GLOBAL SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S, RULE 144 (IF AVAILABLE) OR ANOTHER APPLICABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK S.A./N.A. OR CLEARSTREAM BANKING SOCIETE ANONYME. [Definitive Securities Legend] IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. CUSIP __________ No. ______________ $_______________ 10 1/8% Senior Subordinated Note Due 2012 REXNORD CORPORATION, a Delaware corporation, promises to Holders pay to , or registered assigns, the principal sum of such Initial Dollars on December 15, 2012. Interest Payment Dates: June 15 and December 15. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: REXNORD CORPORATION by --------------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Securities that do not exchange their Initial Securities, and Exchange Securities referred to in certificated form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer.the Indenture. by ---------------------------- Authorized Signatory [FORM OF REVERSE SIDE OF SECURITY] 10 1/8% Senior Subordinated Note Due 2012