Common use of Definitive Notes Clause in Contracts

Definitive Notes. (i) The Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (ii) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, in the case of Definitive Notes, shall be authenticated by or on behalf of the Agent. The Definitive Notes, the Receipts, the Coupons and the Talons so executed and, in the case of Definitive Notes, authenticated shall be binding and valid obligations of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaid.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, the Receipts, the Coupons and the Talons shall be payable to bearer beneficial owners may obtain Definitive Notes in the respective forms or substantially exchange for their beneficial interests in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed a Global Note upon written request in accordance with the requirements (if any) from time to time of the relevant Stock Exchange DTC’s and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any)Registrar’s procedures. In addition, or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 90 days of such casenotice or, (B) the Issuer in its sole discretion executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes shall have endorsed thereon Notes. (i) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e)(iii) or attached thereto a copy of (e)(iv) shall, except as otherwise provided by Section 2.6(d), bear the applicable Pricing Supplement (or the relevant provisions thereof). Title legend regarding transfer restrictions applicable to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryNote set forth in Section 2.1(d). (ii) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee shall (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuer shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iii) If a Definitive Note is transferred or in facsimile by two Directors of exchanged for another Definitive Note, (x) the Trustee shall cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or two duly authorised officers more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (iv) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC, Euroclear or Clearstream (as applicable) notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or DTC, Euroclear or Clearstream (as applicable) ceases to be a clearing agency registered under the Exchange Act, at a time when DTC, Euroclear or Clearstream (as applicable) is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion execute and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC, Euroclear or Clearstream (as applicable). In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the ReceiptsIssuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Coupons and Securities Act) of the Talons shall Issuer or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer was an owner of the Note, be payable to bearer in the respective forms form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or substantially regulation, beneficial owners may also obtain Definitive Notes in the respective forms set out exchange for their beneficial interests in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed a Global Note upon written request in accordance with the requirements (if any) from time to time procedures of the relevant Stock Exchange DTC, Euroclear or Clearstream and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any)Registrar, or, if not so permitted, the Definitive Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryas applicable. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuer shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or in facsimile by two Directors of exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or two duly authorised officers more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either such caseeach case a successor depositary is not appointed by the Issuers or (B) an Event of Default has occurred and is continuing. In the event of the occurrence of any of the events specified in clause (A) or (B) of the preceding sentence, the Issuers shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuers or any affiliate of the Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsRegistrar will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Registrar will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 120 days of such casenotice, (B) the Issuer in their sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The [Reserved]. (2) If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuer shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or in facsimile by two Directors of exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or two duly authorised officers more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidHolder thereof.

Definitive Notes. Except as provided below in this paragraph (i) The ), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuers fail to appoint a successor depositary within 90 days of such notice, or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A) or (B) of the relevant Conditions, and, in either such casepreceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (iia) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(i) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (b) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (c) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (d) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. Except as provided below in this paragraph (i) The f), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue to act as Depositary for the relevant ConditionsGlobal Note or that DTC ceases to be a clearing agency registered under the Exchange Act, and, in either such case, the Definitive Notes Issuer fails to appoint a successor depositary within 90 days after the date of such notice, or (B) there shall have endorsed thereon or attached thereto a copy occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the applicable Pricing Supplement occurrence of any of the events specified in the second preceding sentence or in clause (A) or (B) of the relevant provisions thereof). Title preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Receipts, the Coupons and the Talons shall pass by delivery. (iiSecurities Act) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer on behalf was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(c). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer andshall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidHolder thereof.

Definitive Notes. (i) The Notes will be issued as Definitive Notes, rather than to DTC or its nominee, only if (a) the ReceiptsSecurities Depository notifies the Issuer and the Indenture Trustee that it is unwilling or unable to continue as the Securities Depository with respect to any or all of the Notes or (b) at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, as required, and in either case a successor Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives notice or becomes aware of such condition, as the case may be. Upon the occurrence of any of the events described in the immediately preceding paragraph, the Coupons and Issuer will issue the Talons shall be payable to bearer Notes of each Class in the respective forms or substantially in form of Definitive Notes and thereafter the respective forms set out in Parts III, IV, V and VI, respectively, Indenture Trustee will recognize the holders of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted as Noteholders of each such Class under this Indenture. In connection with any proposed transfer outside the book entry system or exchange of beneficial interest in a Note for Notes in definitive registered form, the Issuer shall be required to provide or cause to be provided to the Indenture Trustee all information reasonably available to it that is reasonably requested by the relevant Stock Exchange (if any)Indenture Trustee and is otherwise necessary to allow the Indenture Trustee to comply with any applicable tax reporting obligations, or, if not so permitted, including without limitation any cost basis reporting obligations under Section 6045 of the Definitive Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either Code. The Indenture Trustee may rely on any such case, the Definitive Notes information provided to it and shall have endorsed thereon no responsibility to verify or attached thereto a copy ensure the accuracy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (ii) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, in the case of Definitive Notes, shall be authenticated by or on behalf of the Agentsuch information. The Definitive Notes, the Receipts, the Coupons and the Talons so executed and, in the case of Definitive Notes, authenticated Indenture Trustee shall be binding and valid obligations of the Issuer. No Definitive Note and none of the Receipts, Coupons not have any responsibility or Talons appertaining to such Definitive Note shall be binding liability for any actions taken or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidnot taken by DTC.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 90 days of such casenotice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Trustee and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Definitive Notes Issuer shall have endorsed thereon or attached thereto a copy of promptly make available to the applicable Pricing Supplement (Trustee or the relevant provisions thereof). Title to the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Receipts, the Coupons and the Talons shall pass by delivery. (iiSecurities Act) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer on behalf was an owner of the Issuer andNote, be in the case form of Definitive Notes, shall be authenticated by or on behalf of the Agent. The Definitive Notes, the Receipts, the Coupons and the Talons so executed and, in the case of Definitive Notes, authenticated shall be binding and valid obligations of the Issuer. No a Definitive Note and none of bear the Receiptslegend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, Coupons or Talons appertaining to such beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, upon written request in accordance with DTC’s and the case of Definitive Notes, authenticated as aforesaidRegistrar’s procedures.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Company fail to appoint a successor depositary within 90 days of such notice or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A) or (B) of the relevant Conditions, and, in either such casepreceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend in Section 2.1(d) regarding transfer restrictions. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to SECTION 2.1(g) shall, except as otherwise provided by SECTION 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in SECTION 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice, (B) the Company in their sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Trustee and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Definitive Notes Company shall have endorsed thereon or attached thereto a copy of promptly make available to the applicable Pricing Supplement (Trustee or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (ii) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, in the case Authenticating Agent a reasonable supply of Definitive Notes. In addition, shall be authenticated by or on behalf any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Agent. The Definitive NotesCompany or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the Receiptslast date on which either the Company or any affiliate of the Company was an owner of the Note, the Coupons and the Talons so executed and, be in the case form of Definitive Notes, authenticated shall be binding and valid obligations of the Issuer. No a Definitive Note and none of bear the Receiptslegend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, Coupons or Talons appertaining to such beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, upon written request in accordance with DTC’s and the case of Definitive Notes, authenticated as aforesaidRegistrar’s procedures.

Definitive Notes. (i) The Except as provided below in this Section 2.01(g), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as Depositary for the relevant Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note and the Talons shall pass by delivery. Issuer fails to appoint a successor depositary within 90 days of such notice, or (ii) The there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in clause (i) or (ii) of the preceding sentence, the ReceiptsIssuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, the Coupons and the Talons shall be signed manually or in facsimile by two Directors any Note transferred to an Affiliate of the Issuer or two duly authorised officers evidencing a Note that has been acquired by an Affiliate of the Issuer in a transaction or series of transactions not involving any public offering must, until one year after the last date on behalf which either the Issuer or any Affiliate of the Issuer andwas an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (A) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The cancelled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either such caseeach case a successor depositary is not appointed by the Company or (B) an Event of Default has occurred and is continuing. In the event of the occurrence of any of the events specified in clause (A) or (B) of the preceding sentence, the Company shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsRegistrar will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Registrar will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuers within 90 days of such casenotice, (B) the Issuers notify the Trustee and DTC in writing stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuers shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either an Issuer or any affiliate of an Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d)(1). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 90 days of such casenotice, (B) the Issuer in their sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Trustee and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Definitive Notes Issuer shall have endorsed thereon or attached thereto a copy of promptly make available to the applicable Pricing Supplement (Trustee or the relevant provisions thereof). Title to the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Receipts, the Coupons and the Talons shall pass by delivery. (iiSecurities Act) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer on behalf was an owner of the Issuer andNote, be in the case form of Definitive Notes, shall be authenticated by or on behalf of the Agent. The Definitive Notes, the Receipts, the Coupons and the Talons so executed and, in the case of Definitive Notes, authenticated shall be binding and valid obligations of the Issuer. No a Definitive Note and none of bear the Receiptslegend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, Coupons or Talons appertaining to such beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, upon written request in accordance with DTC’s and the case of Definitive Notes, authenticated as aforesaidRegistrar’s procedures.

Definitive Notes. Except as provided below in this paragraph (i) The h), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuers fail to appoint a successor depositary within 90 days of such notice, or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A) or (B) of the relevant Conditions, and, in either such casepreceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(i) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, the Receipts, the Coupons and the Talons shall be payable to bearer beneficial owners may obtain Definitive Notes in the respective forms or substantially exchange for their beneficial interests in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed a Global Note upon written request in accordance with the requirements (if any) from time to time of the relevant Stock Exchange DTC’s and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any)Registrar’s procedures. In addition, or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice or, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in clause (A), (B) or (C) of the preceding sentence, the Definitive Notes Company shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title promptly make available to the Trustee a reasonable supply of Definitive Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (ii) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e)(iv) shall, (A) except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d) and (B) be registered in the name of the Holder of the Definitive Note. (iii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled certificated Note, the Coupons Company shall execute, and the Talons shall be signed manually or in facsimile by two Directors Trustee shall, upon written request of the Issuer Company, authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iv) If a Definitive Note is transferred or two duly authorised officers exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall, upon written request of the Company, authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (v) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note and the Company fail to appoint a successor depositary within 90 days of such notice, (B) the Company, at their option, notify the Trustee that they elect to cause the issuance of Definitive Notes or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A), (B) or (C) of the relevant Conditions, and, in either such casepreceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(g) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note and the Company fail to appoint a successor depositary within 90 days of such notice, (B) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A), (B) or (C) of the relevant Conditions, and, in either such casepreceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(g) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the transferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 90 days of such casenotice, (B) the Issuers in their sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuers shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which the Issuer, the Co-Issuer or any of their respective Affiliates was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in ‎Section 2.1(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to ‎Section 2.1(e) shall, except as otherwise provided by ‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in ‎Section 2.1(d)(1). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below in this Section 2.01(g), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (i) DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuers fail to appoint a successor depositary within 90 days of such notice, or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (i) or (ii) of the relevant Conditions, and, in either such casepreceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the U.S. Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either an Issuer or any Affiliate of an Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (iiA) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to this Section 2.01(g) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (B) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (C) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The cancelled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the cancelled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (D) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Company fail to appoint a successor depositary within 90 days of such notice or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A) or (B) of the relevant Conditions, and, in either such casepreceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in SECTION 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to SECTION 2.1(g) shall, except as otherwise provided by SECTION 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in SECTION 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuers fail to appoint a successor depositary within 90 days of such notice, (B) the Issuers, at their option, notify the Trustee that they elect to cause the issuance of Definitive Notes or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A), (B) or (C) of the relevant Conditions, and, in either such casepreceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuers or any affiliate of the Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (i) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(g) shall, except as otherwise provided by Section 2.6(d), bear the applicable Pricing Supplement (or the relevant provisions thereof). Title legend regarding transfer restrictions applicable to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryGlobal Note set forth in Section 2.1(d). (ii) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidHolder thereof.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either such case, the Company fails to appoint a successor depositary within 90 days of such notice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.1(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in Restricted Period and the case receipt of Definitive Notes, authenticated as aforesaid.any certificates required under the provisions of Regulation S.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 90 days of such casenotice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d)(i). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (i) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable Pricing Supplement (or the relevant provisions thereof). Title legend regarding transfer restrictions applicable to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryGlobal Note set forth in Section 2.1(d)(i). (ii) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuer shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iii) If a Definitive Note is transferred or in facsimile by two Directors of exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or two duly authorised officers more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (iv) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. Except as provided below in this paragraph (i) The ), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuers fail to appoint a successor depositary within 90 days of such notice, or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A) or (B) of the relevant Conditions, and, in either such casepreceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(i) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (a) Notes issued to Institutional Accredited Investors pursuant to Regulation D will be issued only as Definitive Notes; provided that, upon initial issuance, Institutional Accredited Investors delivering a completed Transferee Certificate in the form of Exhibit B hereto to the Issuer on or prior to the Closing Date may purchase interests in the Notes on the Closing Date provided that such Holders hold their interests in an IAI Global Note through a DTC participant. If a holder of a Note in the form of a Rule 144A Global Note or, with respect to any Class other than the Class F Notes, a Regulation S Global Note wishes at any time to exchange its interest in such Rule 144A Global Note or Regulation S Global Note for an equivalent interest in a Definitive Note, or to transfer its interest in such Rule 144A Global Note or Regulation S Global Note to a Person who wishes to take delivery thereof in the form of a Definitive Note, such holder may, subject to the rules and procedures of the Clearing Agency, and any requirements of the Trustee, exchange or cause the exchange or transfer of such 144A Global Note or Regulation S Global Note for an equivalent interest in a Definitive Note; provided that, the holder wishing to make such exchange or the transferee taking delivery of a Definitive Note (1) is an Institutional Accredited Investor and has executed and delivered to the Note Registrar and Trustee a letter or other transferee certification in substantially the form of Exhibit B hereto, or (2) is the Seller or an Affiliate thereof. Note Owners transferring their interests in a Note in the form of a Book-Entry Note or in the form of a Definitive Note to one or more Institutional Accredited Investors may only effect such transfer to the extent the related transferee takes it interest through delivery of a Definitive Note in accordance with Section 2.4(d)(vii) and has executed and delivered to the Note Registrar and Trustee a letter or other transferee certification in substantially the form of Exhibit B hereto. (b) If (i) The the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes, and the Servicer is unable to locate a qualified successor, (ii) the Servicer at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Book-Entry Notes advise the Trustee through the Clearing Agency in writing that the continuation of a book entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all such Note Owners and the Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Receipts, the Coupons Trustee and the Talons Note Registrar shall recognize the Holders of the Definitive Notes as Noteholders. (c) Interests in a Temporary Regulation S Note may only be payable to bearer in exchanged for Definitive Notes upon the respective forms receipt by the Trustee from Euroclear or Clearstream, as the case may be, of a certificate substantially in the respective forms set out form of Exhibit C-1 to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in Parts IIIthe form of Exhibit C-2 from the holder of a beneficial interest in such Note. Notwithstanding the foregoing, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall not be endorsed with issued in exchange for Temporary Regulation S Notes until on or have attached thereto after the relevant Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryExchange Date. (ii) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, in the case of Definitive Notes, shall be authenticated by or on behalf of the Agent. The Definitive Notes, the Receipts, the Coupons and the Talons so executed and, in the case of Definitive Notes, authenticated shall be binding and valid obligations of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaid.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, the Receipts, the Coupons and the Talons shall be payable to bearer beneficial owners may obtain Definitive Notes in the respective forms or substantially exchange for their beneficial interests in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed a Global Note upon written request in accordance with the requirements (if any) from time to time of the relevant Stock Exchange DTC’s and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any)Registrar’s procedures. In addition, or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice or, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in clause (A), (B) or (C) of the preceding sentence, the Definitive Notes Company shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title promptly make available to the Trustee a reasonable supply of Definitive Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (ii) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e)(iv) shall, (A) except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d) and (B) be registered in the name of the Holder of the Definitive Note. (iii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled certificated Note, the Coupons Company shall execute, and the Talons shall be signed manually or in facsimile by two Directors Trustee shall, upon written request of the Issuer Company, authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iv) If a Definitive Note is transferred or two duly authorised officers exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall, upon written request of the Company, authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (v) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (iExcept as provided in Section 2.1(b) The and below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company, other than the initial issuance of the Initial Notes to Air Products described in Section 2.1(b), or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering, other than the initial issuance of the Initial Notes to Air Products described in Section 2.1(b), must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, the Receipts, the Coupons and the Talons shall be payable to bearer beneficial owners may obtain Definitive Notes in the respective forms or substantially exchange for their beneficial interests in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed a Global Note upon written request in accordance with the requirements (if any) from time to time of the relevant Stock Exchange DTC’s and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any)Registrar’s procedures. In addition, or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Definitive Notes Company shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title promptly make available to the Trustee a reasonable supply of Definitive Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (ii) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e)(iii) or (iv) shall, except as otherwise provided by Section 2.06(d), bear the Restricted Notes Legend. (iii) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled certificated Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note in authorized denominations representing the principal amount not so transferred. (iv) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (v) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes of a series shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note of such series if (A) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default in respect of such series has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(e)(i). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (i) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable legend regarding transfer restrictions applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if anyGlobal Note set forth in Section 2.1(e)(i), or, if not so permitted, the Definitive Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (ii) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuer shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iii) If a Definitive Note is transferred or in facsimile by two Directors of exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or two duly authorised officers more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (iv) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. Except as provided below in this paragraph (i) The f), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (%3) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue to act as Depositary for the relevant ConditionsGlobal Note or that DTC ceases to be a clearing agency registered under the Exchange Act, and, in either such case, the Issuer fails to appoint a successor depositary within 90 days after the date of such notice, or (%3) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (i) or (ii) of the preceding sentence, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (i) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable Pricing Supplement (or the relevant provisions thereof). Title legend regarding transfer restrictions applicable to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryGlobal Note set forth in Section 2.1(c). (ii) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (%3) cancel such Definitive Note, (%3) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (%3) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuer shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iii) If a Definitive Note is transferred or in facsimile by two Directors of exchanged for another Definitive Note, (%3) the Trustee will cancel the Definitive Note being transferred or exchanged, (%3) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or two duly authorised officers more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (%3) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidHolder thereof.

Definitive Notes. (i1) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, the Receipts, the Coupons and the Talons shall be payable to bearer beneficial owners may obtain Definitive Notes in the respective forms or substantially exchange for their beneficial interests in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed a Global Note upon written request in accordance with the requirements (if any) from time to time of the relevant Stock Exchange DTC’s and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any)Registrar’s procedures. In addition, or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 120 days of such casenotice, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes shall have endorsed thereon or attached thereto Notes. (2) Any Definitive Note delivered in exchange for an interest in a copy of Global Note pursuant to Section 2.1(e)(4) shall, (i) except as otherwise provided by Section 2.6(d), bear the applicable Pricing Supplement (or the relevant provisions thereof). Title legend regarding transfer restrictions applicable to the Definitive Notes, Note set forth in Section 2.1(d) and (ii) be registered in the Receipts, name of the Coupons and Holder of the Talons shall pass by deliveryDefinitive Note. (ii3) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled certificated Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (4) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (5) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to (x) the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in Restricted Period and (y) the case receipt of Definitive Notes, authenticated as aforesaid.any certificates required under the provisions of Regulation S.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 180 days of such casenotice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d)(1). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in Restricted Period and the case receipt of Definitive Notes, authenticated as aforesaid.any certificates required under the provisions of Regulation S.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 3(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for (1) Any Definitive Note delivered in exchange for an interest in a copy of Global Note pursuant to Section 3(e) shall, except as otherwise provided by Section 4(d), bear the applicable Pricing Supplement (or the relevant provisions thereof). Title legend regarding transfer restrictions applicable to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryGlobal Note set forth in Section 3(d). (ii2) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 120 days of such casenotice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Definitive Notes Issuer shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Receipts, the Coupons and the Talons shall pass by delivery. (iiSecurities Act) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer on behalf was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in ‎Section 2.1(d)(1). If required to do so pursuant to any -58- applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to ‎Section 2.1(e) shall, except as otherwise provided by ‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in ‎Section 2.1(d)(1). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer andshall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d)(1). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of Definitive Notesan exchange), authenticated shall be binding and valid obligations of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, registered in the case name of Definitive Notessuch transferee or Holder, authenticated as aforesaid.applicable, and

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes of a series shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note of such series if (A) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note of such series or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Issuer fails to appoint a successor depositary within 90 days of such notice or (B) there shall have occurred and be continuing an Event of Default with respect to the First Lien Notes of such series under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes of such series. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A) or (B) of the preceding sentence, the Receipts, Issuer shall promptly make available to the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, Trustee a reasonable supply of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by of such series. In addition, any First Lien Note of a series transferred to an affiliate (as defined in Rule 405 under the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (iiSecurities Act) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers evidencing a First Lien Note of a series that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer on behalf was an owner of the First Lien Note, be in the form of a Definitive Note of such series and bear the legend in SECTION 2.1(d) regarding transfer restrictions. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes of a series in exchange for their beneficial interests in a Global Note of such series upon written request in accordance with DTC’s and the Registrar’s procedures. (1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to SECTION 2.1(g) shall, except as otherwise provided by SECTION 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in SECTION 2.1(d). (2) If a Definitive Note of a series is transferred or exchanged for a beneficial interest in a Global Note of such series, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer andshall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note of such series representing the principal amount not so transferred. (3) If a Definitive Note of a series is transferred or exchanged for another Definitive Note of such series, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes of such series in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes of such series in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none of a series be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note of such series prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 90 days of such casenotice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d)(1)(a). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuer shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or in facsimile by two Directors of exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or two duly authorised officers more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidHolder thereof.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC, Euroclear or have attached thereto Clearstream, as applicable, notifies the relevant ConditionsIssuers that it is unwilling or unable to continue as depositary for such Global Note or DTC, andEuroclear or Clearstream, as applicable, ceases to be a clearing agency registered under the applicable law, at a time when DTC, Euroclear or Clearstream, as applicable, is required to be so registered in either order to act as depositary, and in each case a successor depositary is not appointed by the Issuers within 90 days of such casenotice, (B) the Issuers in their sole discretion execute and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC, Euroclear or Clearstream, as applicable. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuers or any affiliate of the Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s, Euroclear’s or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive NotesClearstream’s, the Receiptsas applicable, the Coupons and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery to the transferring Holder, a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Issuers fail to appoint a successor depositary within 90 days of such notice or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A) or (B) of the relevant Conditions, and, in either such casepreceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuers or any affiliate of the Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(g) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (ia) The Definitive Notes, A Global Security deposited with the Receipts, Depositary or with the Coupons and Trustee as custodian for the Talons Depositary pursuant to Section 2.1 shall be payable transferred to bearer the beneficial owners thereof in the respective forms or substantially form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only in the respective forms set out circumstances described in Parts III, IV, V and VI, respectively, Section 2.17 of the Second ScheduleBase Indenture and only if such transfer complies with Section 2.3 hereof. The Any Definitive NotesNote delivered in exchange for an interest in a Global Security shall, except as otherwise provided by Section 2.3, bear the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryRestricted Legend. (iib) In no event shall beneficial interests in the Temporary Regulation S Global Note be transferred or exchanged for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of Regulation S under the Securities Act. [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. The Definitive NotesDepository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx), a New York corporation (“DTC”), shall act as the Depositary until a successor shall be appointed by the Company and the Registrar. Unless this certificate is presented by an authorized representative of DTC to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of 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.]* * To be included only if the Security is a Global Security. 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 ACQUIRED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) [IN THE CASE OF NOTES INITIALLY ISSUED TO QIBS: THAT IS 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 NOTES: 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 REGULATIONS 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, OR (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 AND THE TRUSTEE 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. 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, AS AMENDED (“ERISA”), OF 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 NOTES OR THE EXERCISE OF ANY RIGHTS WITH RESPECT TO THE NOTES. Each Temporary Regulation S Global Note shall also bear the following legend: THE RIGHTS ATTACHING TO THIS TEMPORARY REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING (I) THE EXCHANGE OF BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR RULE 144A GLOBAL NOTE AND (II) THE TRANSFER OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE, ARE AS SPECIFIED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $ Xxxxxxxxx-UTI Energy, Inc., a Delaware corporation (the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, promises to pay to or registered assigns, the Receiptsprincipal sum of Dollars [, or such greater or lesser amount as indicated on the Coupons Schedule of Exchanges of Securities hereto,]* on February 1, 2028. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Reference is hereby made to the Talons further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. * To be signed manually or in facsimile by two Directors of included only if the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, in the case of Definitive Notes, shall be authenticated by or on behalf of the Agent. The Definitive Notes, the Receipts, the Coupons and the Talons so executed and, in the case of Definitive Notes, authenticated shall be binding and valid obligations of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidSecurity is a Global Security.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 90 days of such casenotice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Definitive Notes Issuer shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Receipts, the Coupons and the Talons shall pass by delivery. (iiSecurities Act) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer on behalf was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.01(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d)(1). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer andshall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuers within 90 days of such casenotice, (B) the Issuers in their sole discretion execute and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuers or any affiliate of the Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with or have attached thereto transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the relevant Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (Company or the relevant provisions thereof). Title Guarantors that it is unwilling or unable to continue as Depositary for the Global Notes and the Company fails to appoint a successor depositary, (B) DTC has ceased to be a clearing agency registered under the Exchange Act and the Company fails to appoint a successor depositary, (C) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes, (D) there has occurred and is continuing a Default or Event of Default with respect to the Receipts, Notes or (E) prior written notice is given to the Coupons and the Talons shall pass by delivery. (ii) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, in the case of Definitive Notes, shall be authenticated Trustee by or on behalf of DTC in accordance with this Indenture. In the Agent. The event of the occurrence of any of the events specified in clause (A), (B) or (C), (D) or (E) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. If required to hold a Note in the form of a Definitive Note pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(g) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so executed andtransferred. Definitive Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee such written certificate as the Trustee may require to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of Definitive Notes, authenticated shall be binding and valid obligations a transfer) or the Holder of the Issuer. No canceled Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated as aforesaidregistered in the name of the Holder thereof. (4) A beneficial interest in a Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuers fail to appoint a successor depositary within 90 days of such notice, (B) the Issuers, at their option, notify the Trustee that they elect to cause the issuance of Definitive Notes or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A), (B) or (C) of the relevant Conditions, and, in either such casepreceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuers or any affiliate of the Issuers was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(g) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the un-transferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) the Depository notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or the Depository ceases to be a clearing agency registered under the Exchange Act, at a time when the Depository is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company or (B) an Event of Default has occurred and is continuing. In the event of the occurrence of any of the events specified in clause (A) or (B) of the preceding sentence, the ReceiptsCompany shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Coupons and Securities Act) of the Talons shall Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be payable to bearer in the respective forms form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(e). If required to do so pursuant to any applicable law or substantially regulation, beneficial owners may also obtain Definitive Notes in the respective forms set out exchange for their beneficial interests in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed a Global Note upon written request in accordance with the requirements (if any) from time to time of the relevant Stock Exchange Depository’s and the relevant Conditions shall be incorporated Registrar’s procedures. (i) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by reference (where Section 2.6(e), bear the applicable legend regarding transfer restrictions applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if anyGlobal Note set forth in Section 2.1(e), or, if not so permitted, the Definitive Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (ii) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsRegistrar will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Registrar will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (iv) Notwithstanding anything to the contrary in this First Supplemental Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with or have attached thereto transferred to all beneficial owners in exchange for their beneficial interests in a Global Note upon the relevant Conditions, and, occurrence of any of the events set forth in either Section 306(2). In the event of the occurrence of any of such caseevents, the Company shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliverySecurity Registrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 203 shall, except as otherwise provided by Section 305(c), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 203. (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsSecurity Registrar will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Security Registrar will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (iii) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in ex- change for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a rea- sonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regula- tion, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such trans- fer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Compa- ny shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trus- tee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or ex- change to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Hold- er thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuers fail to appoint a successor depositary within 90 days of such notice, (B) DTC ceases to be a clearing agency registered under the Exchange Act and the Issuers fail to appoint a successor depositary within 90 days of notice from DTC that it has ceased, or will cease, to be such a clearing agency or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A), (B) or (C) of the relevant Conditions, and, in either such casepreceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryGlobal Note upon written request in accordance with Applicable Procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by Section 2.06(c), bear the legend regarding transfer restrictions set forth in Section 2.01(d)(1). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the cancelled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually or in facsimile by two Directors of authenticate and make available for delivery, to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, in the case of Definitive Notes, shall be authenticated by or on behalf of the Agent. The Definitive Notes, the Receipts, the Coupons and the Talons so executed and, in the case of Definitive Notes, authenticated shall be binding and valid obligations of the Issuer. No transferring Holder a new Definitive Note and none of representing the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidprincipal amount not so transferred.

Definitive Notes. (i) The Affiliate Notes to be issued on the date of this Indenture will be issued as Definitive Notes. Except as provided below, the Receipts, the Coupons and the Talons shall owners of beneficial interests in Global Notes will not be payable entitled to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The receive Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the . Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 90 days of such casenotice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Definitive Notes Issuer shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note issued as an Affiliate Note or any other Note subsequently transferred to an affiliate (as defined in Rule 405 under the Receipts, the Coupons and the Talons shall pass by delivery. (iiSecurities Act) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer on behalf was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d)(1)(b). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d)(1)(a). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer andshall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice, (B) the Company notifies the Trustee and DTC in writing stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d)(1). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, the Receipts, the Coupons and the Talons shall be payable to bearer beneficial owners may obtain Definitive Notes in the respective forms or substantially exchange for their beneficial interests in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed a Global Note upon written request in accordance with the requirements (if any) from time to time of the relevant Stock Exchange DTC’s and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any)Registrar’s procedures. In addition, or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 90 days of such casenotice or, (B) the Issuer in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive Notes shall have endorsed thereon Notes. (i) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e)(iv) or attached thereto a copy of (v) shall, except as otherwise provided by Section 2.6(d), bear the applicable Pricing Supplement (or the relevant provisions thereof). Title legend regarding transfer restrictions applicable to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryNote set forth in Section 2.1(d). (ii) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee shall (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuer shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iii) If a Definitive Note is transferred or in facsimile by two Directors of exchanged for another Definitive Note, (x) the Trustee shall cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or two duly authorised officers more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidHolder thereof.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice, (B) the Company in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any New Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a New Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the New Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 3(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 3(e) shall, except as otherwise provided by Section 4(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 3(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as Depositary for the relevant ConditionsGlobal Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and, in either such each case, the Company fails to appoint a successor depositary within 90 days of such notice or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A) or (B) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in ‎Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to ‎Section 2.1(g) shall, except as otherwise provided by ‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in ‎Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuers within 90 days of such casenotice, (B) the Issuers in their sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Trustee and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Definitive Notes Issuers shall have endorsed thereon or attached thereto a copy of promptly make available to the applicable Pricing Supplement (Trustee or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (ii) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, in the case Authenticating Agent a reasonable supply of Definitive Notes. In addition, shall be authenticated by or on behalf any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Agent. The Definitive NotesIssuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the Receiptslast date on which either the Issuers or any affiliate of the Issuers was an owner of the Note, the Coupons and the Talons so executed and, be in the case form of Definitive Notes, authenticated shall be binding and valid obligations of the Issuer. No a Definitive Note and none of bear the Receiptslegend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, Coupons or Talons appertaining to such beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, upon written request in accordance with DTC’s and the case of Definitive Notes, authenticated as aforesaidRegistrar’s procedures.

Definitive Notes. (i1) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, the Receipts, the Coupons and the Talons shall be payable to bearer beneficial owners may obtain Definitive Notes in the respective forms or substantially exchange for their beneficial interests in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed a Global Note upon written request in accordance with the requirements (if any) from time to time of the relevant Stock Exchange DTC’s and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any)Registrar’s procedures. In addition, or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice or, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the preceding sentence or in clause (A), (B) or (C) of the second preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes shall have endorsed thereon or attached thereto Notes. (i) Any Definitive Note delivered in exchange for an interest in a copy of Global Note pursuant to Section 2.01(e)(iv) shall, (A) except as otherwise provided by Section 2.06(d), bear the applicable Pricing Supplement (or the relevant provisions thereof). Title legend regarding transfer restrictions applicable to the Definitive Notes, Note set forth in Section 2.01(d) and (B) be registered in the Receipts, name of the Coupons and Holder of the Talons shall pass by deliveryDefinitive Note. (ii) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled certificated Note, the Coupons Company shall execute, and the Talons shall be signed manually or in facsimile by two Directors Trustee shall, upon written request of the Issuer Company, authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iii) If a Definitive Note is transferred or two duly authorised officers exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall, upon written request of the Company, authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (iv) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or have attached thereto unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Issuer within 90 days of such casenotice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in ‎Section 2.1(d)(i). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (i) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to ‎Section 2.1(e) shall, except as otherwise provided by ‎Section 2.6(d), bear the applicable Pricing Supplement (or the relevant provisions thereof). Title legend regarding transfer restrictions applicable to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryGlobal Note set forth in ‎Section 2.1(d)(i). (ii) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuer shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iii) If a Definitive Note is transferred or in facsimile by two Directors of exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or two duly authorised officers more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (iv) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Company fail to appoint a successor depositary within 90 days of such notice or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A) or (B) of the relevant Conditions, and, in either such casepreceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Company or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Company or any affiliate of the Company was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(g) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Company shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuers fail to appoint a successor depositary within 90 days of such notice, (B) the Issuers, at their option, notify the Trustee that they elect to cause the issuance of Definitive Notes or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A), (B) or (C) of the relevant Conditions, and, in either such casepreceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In no event shall the Regulation S Global Notes be exchanged for Definitive Notes shall have endorsed thereon or attached thereto a copy prior to (a) the expiration of the Distribution Compliance Period and (b) the receipt of any certificates required under the provisions of Regulation S. (i) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(g) shall, except as otherwise provided by Section 2.6(d), bear the applicable Pricing Supplement (or the relevant provisions thereof). Title legend regarding transfer restrictions applicable to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryGlobal Note set forth in Section 2.1(d). (ii) The If a Definitive NotesNote is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (iii) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Definitive Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidHolder thereof.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as Depositary, and in each case the Issuer fails to appoint a successor depositary within 90 days of such notice or (B) there shall have occurred and be continuing an Event of Default with respect to the Second Lien Notes under this Indenture and DTC shall have requested in writing the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A) or (B) of the relevant Conditions, and, in either such casepreceding sentence, the Definitive Notes Issuer shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Second Lien Note transferred to an affiliate (as defined in Rule 405 under the Receipts, the Coupons and the Talons shall pass by delivery. (iiSecurities Act) The Definitive Notes, the Receipts, the Coupons and the Talons shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers evidencing a Second Lien Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer on behalf was an owner of the Second Lien Note, be in the form of a Definitive Note and bear the legend in SECTION 2.1(d) regarding transfer restrictions. If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. (1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to SECTION 2.1(g) shall, except as otherwise provided by SECTION 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in SECTION 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer andshall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. Except as provided below in this paragraph (i) The h), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes, the Receipts, the Coupons and the Talons shall be payable to bearer in the respective forms or substantially in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Notes shall be endorsed transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note and the Issuers fail to appoint a successor depositary within 90 days of such notice, or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or have attached thereto in clause (A) or (B) of the relevant Conditions, and, in either such casepreceding sentence, the Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes shall have endorsed thereon or attached thereto in exchange for their beneficial interests in a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons Global Note upon written request in accordance with DTC’s and the Talons shall pass by deliveryRegistrar’s procedures. (ii1) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). (2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the ReceiptsTrustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Coupons Issuers shall execute, and the Talons Trustee shall be signed manually authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Issuers shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in facsimile by two Directors authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer and, transferee (in the case of Definitive Notes, shall be authenticated by a transfer) or on behalf the Holder of the Agent. The canceled Definitive Notes, the Receipts, the Coupons and the Talons so executed and, Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuers shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, authenticated shall be binding and valid obligations registered in the name of the Issuer. No Holder thereof. (4) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note and none be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to the end of the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidRestricted Period.

Definitive Notes. (i) The Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, the Receipts, the Coupons and the Talons shall be payable to bearer beneficial owners may obtain Definitive Notes in the respective forms or substantially exchange for their beneficial interests in the respective forms set out in Parts III, IV, V and VI, respectively, of the Second Schedule. The Definitive Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed a Global Note upon written request in accordance with the requirements (if any) from time to time of the relevant Stock Exchange DTC’s and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Notes if permitted by the relevant Stock Exchange (if any)Registrar’s procedures. In addition, or, if not so permitted, the Definitive Notes shall be endorsed with transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company at any time that it is unwilling or have attached thereto unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the relevant ConditionsExchange Act, andat a time when DTC is required to be so registered in order to act as depositary, and in either each case a successor depositary is not appointed by the Company within 90 days of such casenotice or (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes shall have endorsed thereon or attached thereto a copy of the applicable Pricing Supplement (or the relevant provisions thereof). Title to the Definitive Notes, the Receipts, the Coupons and the Talons shall pass by deliveryin fully registered form without interest coupons. (ii) The Any Definitive NotesNote delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e)(iv) or (v) shall, except as otherwise provided by Section 2.6(c), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth under Section 2.1(d). (i) In connection with the exchange of a portion of a Definitive Note for a beneficial interest in a Global Note, the ReceiptsTrustee shall cancel such Definitive Note, the Coupons and the Talons Company shall be signed manually or in facsimile by two Directors of the Issuer or two duly authorised officers of the Issuer on behalf of the Issuer andexecute, in the case of Definitive Notes, shall be authenticated by or on behalf of the Agent. The Definitive Notes, the Receipts, the Coupons and the Talons so executed andTrustee shall authenticate and make available for delivery, in to the case of Definitive Notes, authenticated shall be binding and valid obligations of the Issuer. No transferring Holder a new Definitive Note and none of representing the Receipts, Coupons or Talons appertaining to such Definitive Note shall be binding or valid until such Definitive Notes, Receipts, Coupons or Talons shall have been executed and, in the case of Definitive Notes, authenticated as aforesaidprincipal amount not so transferred.