Common use of Dating; Incorporation of Form in Indenture Clause in Contracts

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers may use "CUSIP" numbers in issuing the Notes. The Issuers shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests Notes in the form of physical certificated Notes in registered form ("Certificated Notes"), which shall be substantially in the form of Exhibit A, Notes offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of permanent Global Notes in registered form, substantially in the form set forth in Exhibit A ("Global Notes"), deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Depository, as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A issued in the form of one or more Global Notes (the "U.S. Global Note") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S issued in the form of Global Notes (the "Regulation S Global Note") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause the U.S. Global Note and the Regulation S Global Note to have separate CUSIP and ISIN numbers.

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, any depository trust company or stock exchange rule or usage. The Issuers may use "CUSIP" numbers in issuing the Notes. The Issuers shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests Notes in the form of physical certificated Notes in registered form ("Certificated Notes"), which shall be substantially in the form of Exhibit A, The Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A ("Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend legends set forth on Exhibit B. B and Exhibit D. The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S shall be issued in the form of one or more temporary Global Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Global NoteOffshore Physical Notes") shall be registered in the name of the Depository or its nominee and ), deposited with the Trustee as custodian for the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth on Exhibit C and Exhibit D. Notes offered and sold to Institutional Accredited Investors or in reliance on any other exemption from registration under the Securities Act (other than as described in the preceding paragraph) shall be issued, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). and Notes offered and sold in reliance on Regulation S issued Rule 144A to Qualified Institutional Buyers may, after their initial issuance, be issued, in the form of Global certificated Notes in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global NoteU.S. Physical Notes") and shall be registered bear the legend set forth in the name of the Depository or its nominee, duly executed by the Issuers Exhibit B. The Offshore Physical Notes and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause the U.S. Global Note and Physical Notes are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers"Physical Notes."

Dating; Incorporation of Form in Indenture. The Notes Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Company may use "CUSIP" numbers in issuing the NotesSecurities. The Issuers Company shall approve the form of the NotesSecurities. Each Note Security shall be dated the date of its authentication. Unless the applicable Holder requests Notes The terms and provisions contained in the form Securities shall constitute, and are hereby expressly made, a part of physical certificated Notes in registered form ("Certificated Notes")this Indenture and, which to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby; provided that, if any provision of any Security limits, qualifies, or conflicts with the provisions of this Indenture, the provisions of this Indenture shall be substantially in the form of Exhibit A, Notes govern. The Securities offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes Securities in registered form, substantially in the form set forth in Exhibit A ("Global NotesSecurities"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided pro vided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes Securities offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S may be issued in the form of one or more Global Notes certificated Securities in registered form set forth in Exhibit A (the "U.S. Global NoteOffshore Physical Securities") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes Securities offered and sold in reliance on Regulation S issued any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes certificated Securities in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global NoteU.S. Physical Securities") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause Offshore Physical Securities and the U.S. Global Note and Physical Securities are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers"Physical Securities."

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, any depository trust company or stock exchange rule or usage. The Issuers may use "CUSIP" numbers in issuing the Notes. The Issuers shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests Notes in the form of physical certificated Notes in registered form ("Certificated Notes"), which shall be substantially in the form of Exhibit A, The Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A ("Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S shall be issued in the form of one or more Global certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Global NoteOffshore Physical Notes"). Notes offered and sold to Institutional Accredited Investors or in reliance on any other exemption from registration under the Securities Act (other than as described in the preceding paragraph) shall be registered in the name of the Depository or its nominee issued, and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S issued Rule 144A to Qualified Institutional Buyers may, after their initial issuance, be issued, in the form of Global certificated Notes in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global NoteU.S. Physical Notes") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause Offshore Physical Notes and the U.S. Global Note and Physical Notes are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers"Physical Notes."

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A A, which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Company may use "CUSIPISIN" numbers or Common Codes in issuing the Notes. The Issuers Company shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests In addition, subject to Section 4.06, Additional Notes may be issued in accordance with Sections 2.02 and 2.17. The Initial Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of physical certificated one or more permanent global Notes in registered form (the "Certificated Rule 144A Global Notes"), which shall be substantially in the form of Exhibit A, Notes offered ) and sold in reliance on Rule 144A or in offshore transactions in reliance on (ii) pursuant to Regulation S shall be issued initially in the form of one or more permanent Global global Notes in registered formform (the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes"), in each case substantially in the form set forth in Exhibit A ("Global Notes")A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S may be issued in the form of one or more Global certificated Notes in registered form set forth in Exhibit A (the "U.S. Global NoteOffshore Physical Notes") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S Rule 144A may each also be issued in the form of Global certificated Notes in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global NoteU.S. Physical Notes") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause Offshore Physical Notes and the U.S. Global Note and Physical Notes are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers"Physical Notes."

Dating; Incorporation of Form in Indenture. The Notes Securities and the Trustee's ’s certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Company may use "“CUSIP" numbers ” numbers, “ISIN” or “Common Codes” in issuing the NotesSecurities. The Issuers Company shall approve the form of the NotesSecurities. Each Note Security shall be dated the date of its authentication. Unless the applicable Holder requests Notes The terms and provisions contained in the form Securities shall constitute, and are hereby expressly made, a part of physical certificated Notes in registered form ("Certificated Notes")this Indenture and, which shall to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be substantially in the form of Exhibit A, Notes bound thereby. The Securities offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes Securities in registered form, substantially in the form set forth in Exhibit A ("“Global Notes"Securities”), deposited with the Trustee, as custodian for the Common Depository, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Common Depository, as hereinafter provided. Notes Securities offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S may be issued in the form of one or more Global Notes certificated Securities in registered form set forth in Exhibit A (the "U.S. Global Note") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct“Offshore Physical Securities”). Notes Securities offered and sold in reliance on Regulation S issued any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes certificated Securities in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global Note") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct“U.S. Physical Securities”). The Issuers shall cause Offshore Physical Securities and the U.S. Global Note and Physical Securities are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers“Physical Securities.”

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, any depository trust company or stock exchange rule or usage. The Issuers may use "CUSIP" numbers in issuing the Notes. The Issuers shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests Notes in the form of physical certificated Notes in registered form ("Certificated Notes"), which shall be substantially in the form of Exhibit A, The Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the "Rule 144A Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend legends set forth on Exhibit B. B and Exhibit D. The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S shall be issued in the form of one or more temporary Global Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Regulation S Global NoteNotes") shall be registered in , and together with the name of Rule 144A Global Notes, the Depository or its nominee and "Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth on Exhibit C and Exhibit D. Notes offered and sold to Institutional Accredited Investors or in reliance on any other exemption from registration under the Securities Act (other than as described in the preceding paragraph) shall be issued, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). and Notes offered and sold in reliance on Regulation S issued Rule 144A to Qualified Institutional Buyers may, after their initial issuance, be issued, in the form of Global certificated Notes in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global NotePhysical Notes") and shall be registered bear the legend set forth in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause the U.S. Global Note and the Regulation S Global Note to have separate CUSIP and ISIN numbers.Exhibit B.

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers may use "CUSIP" numbers in issuing the Notes. The Issuers shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests Notes in the form of physical certificated Notes in registered form ("Certificated Notes"), which shall be substantially in the form of Exhibit A, Notes offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of permanent Global Notes in registered form, substantially in the form set forth in Exhibit A ("Global Notes"), deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount at maturity of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Depository, as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A issued in the form of one or more Global Notes (the "U.S. Global Note") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S issued in the form of Global Notes (the "Regulation S Global Note") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause the U.S. Global Note and the Regulation S Global Note to have separate CUSIP and ISIN numbers.

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers may use "CUSIP" numbers in issuing the Notes. The Issuers shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form of physical certificated Notes in registered form ("Certificated Notes"), which shall be substantially in the form of Exhibit A, A attached hereto (including the Global Note Legend and the "Schedule of Exchanges in the Global Note" attached thereto). Notes offered and sold issued in reliance on Rule 144A or in offshore transactions in reliance on Regulation S certificated form shall be issued initially substantially in the form of permanent Exhibit A attached hereto (but without the Global Notes in registered form, substantially Note Legend and without the "Schedule of Exchanges of Interests in the form set forth in Exhibit A ("Global Notes"Note" attached thereto), deposited with . Each Global Note shall represent such of the Depository, duly executed by outstanding Notes as shall be specified therein and each shall provide that it shall represent the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the DepositoryTrustee, in accordance with instructions given by the Holder thereof as hereinafter providedrequired by Section 2.06 hereof. The provisions of the "Operating Procedures of the Euroclear System" 31 26 and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in the Regulation S Restricted Global Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A issued the Unrestricted Global Notes, in the form of one or more Exhibit A hereto ("Global Notes (the "U.S. Global NoteNotes") shall be registered in that are held by the name of Members of, or participants in, the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S issued in the form of Global Notes (the "Regulation S Global NoteAgent Members") shall be registered in the name of the Depository through Euroclear or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause the U.S. Global Note and the Regulation S Global Note to have separate CUSIP and ISIN numbersCedel Bank.

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Company may use "CUSIP" numbers in issuing the Notes. The Issuers Company shall approve the form of the Notes. Each Note shall be dated Without limiting the date of its authentication. Unless the applicable Holder requests Notes in the form of physical certificated Notes in registered form ("Certificated Notes"), which shall be substantially in the form of Exhibit A, Notes offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of permanent Global Notes in registered form, substantially in the form set forth in Exhibit A ("Global Notes"), deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records generality of the Depositoryforegoing, as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A issued in ("Rule 144A Notes") shall bear the Private Placement Legend and include the form of one or more Global Notes (the "U.S. Global Note") shall be registered assignment set forth in the name of the Depository or its nominee and deposited with the DepositoryEXHIBIT C- 1, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in offshore transactions in reliance on Regulation S issued in ("Regulation S Notes") shall bear the Private Placement Legend and include the form of Global assignment set forth in EXHIBIT C-2, and Notes (offered and sold to Institutional Accredited Investors in transactions exempt from registration under the "Securities Act not made in reliance on Rule 144A or Regulation S ("Other Notes") may be represented by the Restricted Global Note or, if such an investor may not hold an interest in the Restricted Global Note") , a Physical Note in each case bearing the Private Placement Legend. Each Note shall be registered dated the date of its authentication. The terms and provisions contained in the name Notes shall constitute, and are hereby expressly made, a part of the Depository or its nomineethis Indenture and, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of extent applicable, the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause the U.S. Global Note Company and the Regulation S Global Note Trustee, by their execution and delivery of this Indenture, expressly agree to have separate CUSIP such terms and ISIN numbersprovisions and to be bound thereby.

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Issuer may use "“CUSIP" ” numbers in issuing the Notes. The Issuers Issuer shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests Notes in the form of physical certificated Notes in registered form ("“Certificated Notes"”), which shall be substantially in the form of Exhibit A, the Notes offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of permanent Global Notes in registered form, substantially in the form set forth in Exhibit A ("“Global Notes"”), deposited with the Depository, duly executed by the Issuers Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each Global Note shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon (giving effect to any Global Note PIK Payment made thereon) and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or decreased by adjustments made on the records of the Depository, as hereinafter provided. Notes offered , to reflect exchanges, redemptions and sold to Qualified Institutional Buyers in reliance on Rule 144A issued in the form of one or more Global Notes (the "U.S. Global Note") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S issued in the form of Global Notes (the "Regulation S Global Note") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause the U.S. Global Note and the Regulation S Global Note to have separate CUSIP and ISIN numbersPIK Payments.

Dating; Incorporation of Form in Indenture. The Notes Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Company may use "CUSIP" numbers in issuing the NotesSecurities. The Issuers Company shall approve the form of the NotesSecurities. Each Note Security shall be dated the date of its authentication. Unless the applicable Holder requests Notes The terms and provisions contained in the form Securities shall constitute, and are hereby expressly made, a part of physical certificated Notes in registered form ("Certificated Notes")this Indenture and, which to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby; provided that, if any provisions of any Security limits, qualifies, or conflicts with the provisions of this Indenture, the provisions of this Indenture shall be substantially in the form of Exhibit A, Notes govern. The Securities offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes Securities in registered form, substantially in the form set forth in Exhibit A ("Global NotesSecurities"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes Securities offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S may be issued in the form of one or more Global Notes certificated Securities in registered form set forth in Exhibit A (the "U.S. Global NoteOffshore Physical Securities") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes Securities offered and sold in reliance on Regulation S issued any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes certificated Securities in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global NoteU.S. Physical Securities") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause Offshore Physical Securities and the U.S. Global Note and Physical Securities are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers"Physical Securities."

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication authenti cation shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Company may use "CUSIP" numbers in issuing the Notes. The Issuers Company shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests The Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of physical certificated one or more permanent global Notes in registered form (the "Certificated Rule 144A Global Notes"), which shall be substantially in the form of Exhibit A, Notes offered and sold in reliance on Rule 144A or in offshore transactions in reliance on (ii) pursuant to Regulation S shall be issued initially in the form of one or more permanent Global global Notes in registered formform (the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes"), in each case substantially in the form set forth in Exhibit A ("Global Notes")A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S may be issued in the form of one or more Global certifi cated Notes in registered form set forth in Exhibit A (the "U.S. Global NoteOffshore Physical Notes") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S issued Rule 144A may each also be issued, in the form of Global certificated Notes in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global NoteU.S. Physical Notes") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause Offshore Physical Notes and the U.S. Global Note and Physical Notes are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers"Physical Notes."

Dating; Incorporation of Form in Indenture. The Notes Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Company may use "CUSIP" numbers in issuing the NotesSecurities. The Issuers Company shall approve the form of the NotesSecurities. Each Note Security shall be dated the date of its authentication. Unless the applicable Holder requests Notes The terms and provisions contained in the form Securities shall constitute, and are hereby expressly made, a part of physical certificated Notes in registered form ("Certificated Notes")this Indenture and, which to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby; provided that, if any provision of any Security limits, qualifies, or conflicts with the provisions of this Indenture, the provisions of this Indenture shall be substantially in the form of Exhibit A, Notes govern. The Securities offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes Securities in registered form, substantially in the form set forth in Exhibit A ("Global NotesSecurities"), deposited de- posited with the Trustee, as custodian for the Depository, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes Securities offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S may be issued in the form of one or more Global Notes certificated Securities in registered form set forth in Exhibit A (the "U.S. Global NoteOffshore Physical Securities") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes Securities offered and sold in reliance on Regulation S issued any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes certificated Securities in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global NoteU.S. Physical Securities") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause Offshore Physical Securities and the U.S. Global Note and Physical Securities are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers"Physical Securities."

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenturehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers may use "CUSIP" numbers in issuing the Notes. The Issuers shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form of physical certificated Notes in registered form ("Certificated Notes"), which shall be substantially in the form of Exhibit A, A attached hereto (including the Global Note Legend and the "Schedule of Exchanges in the Global Note" attached thereto). Notes offered and sold issued in reliance on Rule 144A or in offshore transactions in reliance on Regulation S certificated form shall be issued initially substantially in the form of permanent Exhibit A attached hereto (but without the Global Notes in registered form, substantially Note Legend and without the "Schedule of Exchanges of Interests in the form set forth in Exhibit A ("Global Notes"Note" attached thereto), deposited with . Each Global Note shall represent such of the Depository, duly executed by outstanding Notes as shall be specified therein and each shall provide that it shall represent the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the DepositoryTrustee, in accordance with instructions given by the Holder thereof as hereinafter providedrequired by Section 2.06 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in the Regulation S Restricted Global Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A issued the Unrestricted Global Notes, in the form of one or more Exhibit A hereto ("Global Notes (the "U.S. Global NoteNotes") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed that are held by the Issuers and authenticated by Members of, or participants in, the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby Depositary (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S issued in the form of Global Notes (the "Regulation S Global NoteAgent Members") shall be registered in the name of the Depository through Euroclear or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause the U.S. Global Note and the Regulation S Global Note to have separate CUSIP and ISIN numbersCedel Bank.

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A B-1 which is incorporated in and made part of this Indenture with such appropriate insertions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage all in a form approved by the Company. The Issuers Company may use "CUSIP", "ISIN" and "Common Code" numbers in issuing the Notes. The Issuers shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests The Notes initially offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of physical certificated one or more permanent global Notes in registered form (the "Certificated Rule 144A Global Notes"), which shall be substantially in the form of Exhibit A, Notes offered ) and sold in reliance on Rule 144A or in offshore transactions in reliance on (ii) pursuant to Regulation S shall be issued initially in the form of one or more permanent Global global Notes in registered formform (the "Regulation S Global Notes"), in each case substantially in the form set forth in Exhibit A ("Global Notes")B-1, deposited with the Trustee, as custodian for the Common Depository, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. A. Notes offered and sold by Holders to institutional investors that qualify as "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act will be in the form of a global Note substantially in the form of Exhibit B-1, with such applicable legends as are set forth in Exhibit A, except as otherwise permitted herein (the "IAI Global Notes" and, together with the Rule 144A Global Notes and the Regulation S Global Notes, the "Global Notes"). The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Common Depository, as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A of Regulation S issued in the form of one or more Global certificated Notes in registered form set forth in Exhibit B-1 (the "U.S. Global NoteOffshore Physical Notes") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes transferred to Institutional Accredited Investors and Notes offered and sold in reliance on Regulation S issued Rule 144A may each also be issued, in the form of Global certificated Notes in registered form in substantially the form set forth in Exhibit B-1 (the "Regulation S Global NoteU.S. Physical Notes") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause Offshore Physical Notes and the U.S. Global Note Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the Regulation S "General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to interests in the Global Note to have separate CUSIP and ISIN numbersNotes that are held by the participants through Euroclear or Clearstream.

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's ’s certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Issuer may use "“CUSIP" ” numbers in issuing the Notes. The Issuers Issuer shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests Notes in the form of physical certificated Notes in registered form ("“Certificated Notes"”), which shall be substantially in the form of Exhibit A, the Notes offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of permanent Global Notes in registered form, substantially in the form set forth in Exhibit A ("“Global Notes"”), deposited with the Depository, duly executed by the Issuers Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each Global Note shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon (giving effect to any Global Note PIK Payment made thereon) and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or decreased by adjustments made on the records of the DepositoryDepository or the Trustee, as custodian with respect to the Notes in global form, as hereinafter provided, to reflect exchanges, redemptions and PIK Payments. Notes offered The terms and sold to Qualified Institutional Buyers in reliance on Rule 144A issued provisions contained in the form Notes will constitute, and are hereby expressly made, a part of one or more Global Notes (this Indenture, and the "U.S. Global Note") shall Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be registered in bound thereby. However, to the name extent any provision of the Depository or its nominee and deposited any Note conflicts with the Depositoryexpress provisions of this Indenture, duly executed by the Issuers provisions of this Indenture shall govern and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S issued in the form of Global Notes (the "Regulation S Global Note") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause the U.S. Global Note and the Regulation S Global Note to have separate CUSIP and ISIN numberscontrolling.

Dating; Incorporation of Form in Indenture. The Notes Securities and the Trustee's ’s certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Company may use "“CUSIP" ” numbers in issuing the NotesSecurities. The Issuers Company shall approve the form of the NotesSecurities. Each Note Security shall be dated the date of its authentication. Unless the applicable Holder requests Notes The terms and provisions contained in the form Securities shall constitute, and are hereby expressly made, a part of physical certificated Notes in registered form ("Certificated Notes")this Indenture and, which shall to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be substantially in the form of Exhibit A, Notes bound thereby. The Securities offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes Securities in registered form, substantially in the form set forth in Exhibit A ("“Global Notes"Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes Securities offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S may be issued in the form of one or more Global Notes certificated Securities in registered form set forth in Exhibit A (the "U.S. Global Note") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct“Offshore Physical Securities”). Notes Securities offered and sold in reliance on Regulation S issued any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of Global Notes certificated Securities in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global Note") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct“U.S. Physical Securities”). The Issuers shall cause Offshore Physical Securities and the U.S. Global Note and Physical Securities are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers“Physical Securities.”

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Company may use "CUSIP" numbers in issuing the Notes. The Issuers Company shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests Notes in the form of physical certificated Notes in registered form ("Certificated Notes"), which shall be substantially in the form of Exhibit A, The Notes offered and sold (i) in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes global notes in registered form, substantially in the form set forth in Exhibit A (the "Rule 144A Global Notes") and (ii) pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in registered form substantially in the form set forth in Exhibit A, except that such Note need not bear the Private Placement Legend (the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes"), in each case deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee as custodian for the Depository, as hereinafter providedprovided and on the Schedule annexed thereto. Notes offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S may be issued in the form of one or more Global certificated Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. Global NoteOffshore Physical Notes") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S issued any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of Global certificated Notes in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global NoteU.S. Physical Notes") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause Offshore Physical Notes and the U.S. Global Note and Physical Notes are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers"Physical Notes."

Dating; Incorporation of Form in Indenture. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuers Company may use "CUSIP" numbers in issuing the Notes. The Issuers Company shall approve the form of the Notes. Each Note shall be dated the date of its authentication. Unless the applicable Holder requests The Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of physical certificated one or more permanent global Notes in registered form (the "Certificated Rule 144A Global Notes"), which shall be substantially in the form of Exhibit A, Notes offered and sold in reliance on Rule 144A or in offshore transactions in reliance on (ii) pursuant to Regulation S shall be issued initially in the form of one or more permanent Global global Notes in registered formform (the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes"), in each case substantially in the form set forth in Exhibit A ("Global Notes")A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers in offshore transactions in reliance on Rule 144A Regulation S may be issued in the form of one or more Global certificated Notes in registered form set forth in Exhibit A (the "U.S. Global NoteOffshore Physical Notes") shall be registered in the name of the Depository or its nominee and deposited with the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in reliance on Regulation S issued Rule 144A may each also be issued, in the form of Global certificated Notes in registered form in substantially the form set forth in Exhibit A (the "Regulation S Global NoteU.S. Physical Notes") shall be registered in the name of the Depository or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The Issuers shall cause Offshore Physical Notes and the U.S. Global Note and Physical Notes are sometimes collectively herein referred to as the Regulation S Global Note to have separate CUSIP and ISIN numbers"Physical Notes."