Common use of ERISA Legend Clause in Contracts

ERISA Legend. Each Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “BY ACCEPTANCE OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS, RULES OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) 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.”

ERISA Legend. Each Note issued or exchanged under this Indenture shall will bear a legend in substantially the following formadditional legend: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREININ THIS NOTE), EACH THE HOLDER THEREOF (AND IF THE HOLDER IS A “PLAN” (AS DEFINED BELOW), ITS FIDUCIARY) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE SECURITY (OR ANY INTEREST HEREIN IN THIS NOTE) CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT (A) A PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY NOTE ACT OF 1974, AS AMENDED (“ERISA”), ) OR (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH OF (A) AND (B), AN “ERISA PLAN”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA AND/OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ) OR (B2) (A) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE (OR ANY INTEREST HEREIN (AND THE EXCHANGE OF IN THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWSLAWS AND (B) IF THE HOLDER IS AN ERISA PLAN, A FIDUCIARY THAT IS AN “INDEPENDENT FIDUCIARY WITH FINANCIAL EXPERTISE” AS DESCRIBED IN THE U.S. CODE OF FEDERAL REGULATIONS, 29 C.F.R. SECTION 2510.3 21(C)(1), AS AMENDED FROM TIME TO TIME, IS ACQUIRING AND HOLDING THIS NOTE (OR ANY INTEREST IN THIS NOTE) ON BEHALF OF THE ERISA PLAN. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT THAT IS DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING.”

ERISA Legend. Each Global Note, Restricted Global Note issued or exchanged under this Indenture Unrestricted Global Note, shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINSECURITY, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN SECURITY CONSTITUTES THE ASSETS OF ANY (A) AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) 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, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B), OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note issued or exchanged under this Indenture and each Definitive Note shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINSECURITY, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN SECURITY CONSTITUTES THE ASSETS OF ANY 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, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B2) THE ACQUISITION ACQUISITION, HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note and each Definitive Note issued in exchange for a beneficial interest in a Global Note (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINSECURITY, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN SECURITY CONSTITUTES THE ASSETS OF ANY 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”)) (COLLECTIVELY WITH ANY PLAN THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. NON‑U.S. OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) SECURITY WILL NOT CONSTITUTE A NON-EXEMPT NON‑EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”. FURTHER, IF THE PURCHASER OR TRANSFEREE IS A PLAN, SUCH PURCHASER OR SUBSEQUENT TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EACH OF THE FOLLOWING SUBPARAGRAPHS (A) THROUGH (C) WILL BE SATISFIED:

ERISA Legend. Each Note Global Security and each Definitive Security issued in exchange for a beneficial interest in a Global Security (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH HOLDER ACQUIRER AND SUBSEQUENT TRANSFEREE OF A NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER ACQUIRER OR TRANSFEREE TO ACQUIRE OR AND HOLD THIS THE NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“‘‘ERISA”’’), A ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE 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. UNITED STATES OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “‘‘SIMILAR LAWS”’’), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “‘‘PLAN ASSETS” ’’ OF ANY SUCH PLAN, ACCOUNT OR AND ARRANGEMENT (EACH, A ‘‘PLAN’’) OR (B) THE ACQUISITION AND HOLDING OF THIS THE NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE A NON-NON- EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A ANY SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note and each Definitive Note issued in exchange for a beneficial interest in a Global Note (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED REPRESENTED, WARRANTED AND WARRANTED AGREED THAT EITHER EITHER: (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER IT IS NOT AND IS NOT DEEMED TO ACQUIRE OR HOLD THIS NOTE OR BE (I) AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO DESCRIBED IN SECTION 4975 4975(E)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR PROVISIONS UNDER ARRANGEMENT (EACH OF THE FOREGOING, A “BENEFIT PLAN INVESTOR”), OR (IV) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS, RULES U.S. LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION RULES OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ; OR (B) (1) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (BY THE HOLDER DO NOT AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODECODE OR A VIOLATION OF ANY SIMILAR LAWS AND (2) THE DECISION TO ACQUIRE AND HOLD THE NOTES HAS BEEN AND WILL CONTINUE TO BE MADE BY A DULY AUTHORIZED FIDUCIARY WHO IS INDEPENDENT OF THE TRANSACTION PARTIES AND WHO UNDERSTANDS THAT THE TRANSACTION PARTIES ARE NOT UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWSFIDUCIARY CAPACITY TO THE PLAN, IN CONNECTION WITH THE PLAN’S ACQUISITION OR HOLDING OF THE NOTES.”

ERISA Legend. Each Note issued or exchanged under this Indenture shall All Notes will bear a legend in substantially the following form: “BY ACCEPTANCE THE HOLDER OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED REPRESENTS EITHER THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY IT IS NOT A PLAN (WHICH TERM INCLUDES (I) EMPLOYEE BENEFIT PLAN PLANS THAT IS ARE SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”"), A PLAN(II) PLANS, INDIVIDUAL RETIREMENT ACCOUNT OR ACCOUNTS AND OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"), OR TO PROVISIONS UNDER ANY OTHER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “"SIMILAR LAWS”), OR ENTITY WHOSE ") AND (III) ENTITIES THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE “"PLAN ASSETS” " OF SUCH PLANS, ACCOUNTS AND ARRANGEMENTS) AND IT HAS NOT PURCHASED THE NOTES ON BEHALF OF, OR WITH THE "PLAN ASSETS" OF, ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ; OR (B) THE ACQUISITION HOLDER'S PURCHASE, HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN THE NOTES EITHER (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTEI) WILL ARE NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 ERISA OR THE CODE AND ARE OTHERWISE PERMISSIBLE UNDER ALL APPLICABLE SIMILAR LAWS OR (II) ARE ENTITLED TO EXEMPTIVE RELIEF FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE IN ACCORDANCE WITH ONE OR SECTION 4975 OF THE CODEMORE AVAILABLE STATUTORY, CLASS OR A SIMILAR VIOLATION INDIVIDUAL PROHIBITED TRANSACTION EXEMPTIONS AND ARE OTHERWISE PERMISSIBLE UNDER ANY ALL APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINSECURITY, EACH THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY IT IS NOT A PLAN (WHICH TERM IS DEFINED AS (I) EMPLOYEE BENEFIT PLAN PLANS THAT IS ARE SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED AMENDED, OR ERISA, (“ERISA”), A PLANII) PLANS, INDIVIDUAL RETIREMENT ACCOUNT OR ACCOUNTS AND OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR TO PROVISIONS UNDER ANY OTHER APPLICABLE FEDERAL, STATE, LOCAL, NON-NON U.S. OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELYCODE, “OR SIMILAR LAWS”), OR ENTITY WHOSE AND (III) ENTITIES THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE “PLAN ASSETS,” WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA, OF SUCH PLANS, ACCOUNTS AND ARRANGEMENTS), AND IT IS NOT PURCHASING THIS SECURITY (OR ANY SUCH PLANINTEREST THEREIN) ON BEHALF OF, ACCOUNT OR ARRANGEMENT WITH THE “PLAN ASSETS” OF, ANY PLAN OR (B) (I) THE ACQUISITION HOLDER’S PURCHASE, HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS NOTE OR AN EXCHANGE NOTE SECURITY (OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTETHEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY PROVISION OF SIMILAR LAW, AND (II) NONE OF IRON MOUNTAIN, THE SUBSIDIARY GUARANTORS, THE INITIAL PURCHASERS AND THE TRUSTEE (COLLECTIVELY, THE “TRANSACTION PARTIES”) OR ANY OF THEIR RESPECTIVE AFFILIATES HAVE ACTED AS THE PLAN’S FIDUCIARY, OR HAVE BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE PLAN’S DECISION TO ACQUIRE THIS SECURITY AND NONE OF THE TRANSACTION PARTIES OR ANY OF THEIR AFFILIATES WILL AT ANY TIME BE RELIED UPON AS THE PLAN’S FIDUCIARY WITH RESPECT TO ITS DECISION TO ACQUIRE, CONTINUE TO HOLD OR TRANSFER THIS SECURITY, OTHER THAN, IN THE CASE OF AN AFFILIATE TO A TRANSACTION PARTY THAT IS ACTING AS A FIDUCIARY ON BEHALF OF A PLAN OR IS GIVING INVESTMENT ADVICE IN A FIDUCIARY CAPACITY TO A PLAN, WHERE A PROHIBITED TRANSACTION EXEMPTION APPLIES (ALL OF THE APPLICABLE SIMILAR LAWSCONDITIONS OF WHICH ARE SATISFIED).”

ERISA Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY 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-NON U.S. OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE A NON-NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a the legend in substantially the following form: “BY ACCEPTANCE EACH HOLDER OF THIS NOTE (SECURITY, OR AN EXCHANGE NOTE) OR OF ANY INTEREST HEREINTHEREIN, EACH HOLDER WILL BE DEEMED TO HAVE REPRESENTED ACKNOWLEDGE, REPRESENT, WARRANT AND WARRANTED THAT AGREE THAT, AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD OF ITS HOLDING OF SUCH SECURITY OR INTEREST THEREIN, EITHER (A) NO PORTION IT IS NOT, AND IT WILL NOT BECOME (I) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT ) THAT IS SUBJECT TO TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR XXXXX PLAN, (III) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT, OR OTHER ARRANGEMENT THAT IS SUBJECT TO THE PROVISIONS UNDER OF ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. UNITED STATES OR OTHER LAWS, RULES OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR AND THE CODE (SUCH LAWS, COLLECTIVELY, “SIMILAR LAWS”), ) OR (IV) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “THE ASSETS OF A PLAN ASSETS” DESCRIBED IN (I), (II) OR (III) BY REASON OF ANY INVESTMENT BY SUCH PLAN, ACCOUNT OR ARRANGEMENT PLAN IN THE ENTITY OR (B) THE ACQUISITION ITS PURCHASE AND HOLDING OF THIS NOTE SUCH SECURITY OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE, CODE BY REASON OF AN APPLICABLE STATUTORY OR A SIMILAR VIOLATION UNDER ADMINISTRATIVE EXEMPTION AND WILL NOT VIOLATE ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY 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-NON U.S. OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAWS) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE A NON-NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. FURTHER, IF THE HOLDER IS A PLAN SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (AN ‘‘ERISA PLAN’’), SUCH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (1) NONE OF THE ISSUER, GUARANTORS, THE INITIAL PURCHASERS AND ANY OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE ‘‘TRANSACTION PARTIES’’) HAS ACTED AS THE ERISA PLAN’S FIDUCIARY (WITHIN THE MEANING OF ERISA OR THE CODE), OR HAS BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE HOLDER’S DECISION TO ACQUIRE AND HOLD THE NOTES, AND NONE OF THE TRANSACTION PARTIES SHALL AT ANY TIME BE RELIED UPON AS THE ERISA PLAN’S FIDUCIARY WITH RESPECT TO ANY DECISION TO ACQUIRE, CONTINUE TO HOLD OR TRANSFER THE NOTES, AND (2) THE DECISION TO PURCHASE THE NOTES HAS BEEN MADE BY A DULY AUTHORIZED FIDUCIARY OF THE ERISA PLAN THAT (I) IS INDEPENDENT (AS THAT TERM IS USED IN 29 C.F.R. 2510.3-21(C)(1)) OF THE TRANSACTION PARTIES AND THERE IS NO FINANCIAL INTEREST, OWNERSHIP INTEREST, OR OTHER RELATIONSHIP, AGREEMENT OR UNDERSTANDING OR OTHERWISE THAT WOULD LIMIT ITS ABILITY TO CARRY OUT ITS FIDUCIARY RESPONSIBILITY TO THE ERISA PLAN; (II) IS A BANK, AN INSURANCE CARRIER, A REGISTERED INVESTMENT ADVISER, A REGISTERED BROKER-DEALER, OR AN INDEPENDENT FIDUCIARY THAT HOLDS, OR HAS UNDER MANAGEMENT OR CONTROL, TOTAL ASSETS OF AT LEAST $50 MILLION (IN EACH CASE, AS SPECIFIED IN 29 C.F.R. 2510.3-21(C)(1)(I)(A)-(E)); (III) IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH REGARD TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DECISION TO INVEST IN THE NOTES); (IV) HAS BEEN FAIRLY INFORMED THAT THE TRANSACTION PARTIES HAVE NOT AND WILL NOT UNDERTAKE TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION WITH THE PURCHASE AND HOLDING OF THE NOTES; (V) HAS BEEN FAIRLY INFORMED THAT THE TRANSACTION PARTIES HAVE FINANCIAL INTERESTS IN THE ERISA PLAN’S PURCHASE AND HOLDING OF THE NOTES, WHICH INTERESTS MAY CONFLICT WITH THE INTEREST OF THE ERISA PLAN; (VI) IS A FIDUCIARY UNDER ERISA OR THE CODE, OR BOTH, WITH RESPECT TO THE DECISION TO PURCHASE AND HOLD THE NOTES AND IS RESPONSIBLE FOR EXERCISING (AND HAS EXERCISED) INDEPENDENT JUDGMENT IN EVALUATING WHETHER TO INVEST THE ASSETS OF SUCH ERISA PLAN IN THE NOTES; AND (VII) IS NOT PAYING ANY TRANSACTION PARTY ANY FEE OR OTHER COMPENSATION DIRECTLY FOR THE PROVISION OF INVESTMENT ADVICE (AS OPPOSED TO OTHER SERVICES) IN CONNECTION WITH THE ERISA PLAN’S PURCHASE AND HOLDING OF THE NOTES.”

ERISA Legend. Each Note issued or exchanged under this Indenture shall will bear a legend in substantially the following form: “BY ACCEPTANCE EACH HOLDER OF THIS NOTE (OR AN EXCHANGE NOTE) SECURITY OR ANY INTEREST HEREIN, EACH HOLDER HEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED AS FOLLOWS THAT EITHER EITHER: (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (I) “EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I ” (WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, A (II) 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 U.S. OR NON-U.S. FEDERAL, STATE, LOCAL, NON-U.S. LOCAL OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ENTITY (III) ENTITIES WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” THE ASSETS OF ANY SUCH PLANOF THE FOREGOING DESCRIBED IN CLAUSES (I) AND (II), ACCOUNT PURSUANT TO ERISA OR ARRANGEMENT OTHERWISE; OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE SECURITY, OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) BY SUCH HOLDER, WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Note issued or exchanged under this Indenture shall will bear a legend in substantially the following form: “BY ACCEPTANCE EACH HOLDER OF THIS NOTE (OR AN EXCHANGE NOTE) SECURITY OR ANY INTEREST HEREIN, EACH HOLDER HEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED AS FOLLOWS THAT EITHER EITHER: (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (I) “EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I ” (WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, A (II) 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 U.S. OR NON-U.S. FEDERAL, STATE, LOCAL, NON-U.S. LOCAL OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ENTITY (III) ENTITIES WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” THE ASSETS OF ANY SUCH OF THE FOREGOING DESCRIBED IN CLAUSES (I) AND (II), PURSUANT TO ERISA OR OTHERWISE (EACH OF THE FOREGOING DESCRIBED IN CLAUSES (I), (II) AND (III) REFERRED TO AS A “PLAN, ACCOUNT OR ARRANGEMENT ”); OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE SECURITY, OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) BY SUCH HOLDER, WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Note issued or exchanged under this Indenture The Notes shall bear a legend substantially in substantially the following form: “BY ACCEPTANCE OF ACQUIRING THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINTHEREIN, EACH HOLDER WILL BE AND EACH TRANSFEREE IS DEEMED TO HAVE REPRESENTED REPRESENT, WARRANT AND WARRANTED AGREE THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST THEREIN (1) THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER OR TRANSFEREE TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN THE NOTES CONSTITUTES THE ASSETS OF ANY 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, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS TITLE I OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE THE NOTES BY SUCH HOLDER OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) TRANSFEREE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Note Global Security and each Definitive Security issued in exchange for a beneficial interest in a Global Security (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE OF THIS NOTE, EACH ACQUIRER AND SUBSEQUENT TRANSFEREE OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH HOLDER ) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AND NO PORTION OF THE ASSETS USED BY SUCH HOLDER ACQUIRER OR TRANSFEREE TO ACQUIRE OR AND HOLD THIS NOTE OR AN EXCHANGE NOTE (OR ANY INTEREST HEREIN HEREIN) CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. UNITED STATES OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR AND ARRANGEMENT (EACH, A “PLAN”) OR (B) THE ACQUISITION ACQUISITION, HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS NOTE OR AN EXCHANGE NOTE (OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTEHEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A ANY SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, each Definitive Note issued in exchange for a beneficial interest in a Global Note (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINSECURITY, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (A) AN “EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, A (B) ANY 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 U.S. OR NON-U.S. FEDERAL, STATE, LOCAL, NON-U.S. LOCAL OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” THE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN CLAUSES (I) and (II) PURSUANT TO ERISA OR OTHERWISE, OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE SECURITY OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINSECURITY, EACH THE HOLDER AND SUBSEQUENT TRANSFEREE THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER AND EACH SUBSEQUENT TRANSFEREE TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE SECURITY, OR ANY INTEREST HEREIN HEREIN, CONSTITUTES THE ASSETS OF ANY AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), 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 U.S. OR NON-U.S. FEDERAL, STATE, LOCAL, NON-U.S. LOCAL OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE SECURITY, OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) HEREIN, WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE BY REASON OF AN APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Global Note issued or exchanged under this Indenture Unrestricted Global Note, shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINSECURITY, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN SECURITY CONSTITUTES THE ASSETS OF ANY (A) AN “EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) 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 U.S. OR NON U.S. FEDERAL, STATE, LOCAL, NON-U.S. LOCAL OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Note Global Security and each Definitive Security issued in exchange for a beneficial interest in a Global Security (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE AND HOLDING OF THIS NOTE (OR AN EXCHANGE NOTEANY INTEREST HEREIN), EACH ACQUIRER AND SUBSEQUENT TRANSFEREE (AND, IF SUCH ACQUIRER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), OR IS ACQUIRING THIS NOTE OR ANY INTEREST HEREIN WITH THE ASSETS OF A PLAN, ITS FIDUCIARY) OF THIS NOTE (OR ANY INTEREST HEREIN, EACH HOLDER ) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AND NO PORTION OF THE ASSETS USED BY SUCH HOLDER ACQUIRER OR TRANSFEREE TO ACQUIRE OR AND HOLD THIS NOTE OR AN EXCHANGE NOTE (OR ANY INTEREST HEREIN HEREIN) CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. UNITED STATES OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR AND ARRANGEMENT (EACH, A “PLAN”) OR (B) THE ACQUISITION ACQUISITION, HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A ANY SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note and each Definitive Note issued in exchange for a beneficial interest in a Global Note (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (SECURITY OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE SECURITY OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY 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, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAWS) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE SECURITY OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, whether or not an Exchange Note, Restricted Global Note issued or exchanged under this Indenture Unrestricted Global Note, shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINSECURITY, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN SECURITY CONSTITUTES THE ASSETS OF ANY 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, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “‘SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY 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-NON- U.S. OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, each Definitive Note issued in exchange for a beneficial interest in a Global Note (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINSECURITY, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (A) AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A (B) ANY 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, RULES LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” THE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE SECURITY OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE A NON-NON- EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Note issued or exchanged under this Indenture The Notes shall bear a legend substantially in substantially the following form: “BY ACCEPTANCE OF ACQUIRING THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINTHEREIN, EACH HOLDER WILL BE AND EACH TRANSFEREE IS DEEMED TO HAVE REPRESENTED REPRESENT, WARRANT AND WARRANTED AGREE THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST THEREIN (1) EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER OR TRANSFEREE TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN THE NOTES CONSTITUTES THE ASSETS OF ANY AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OF ANY PLAN 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, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS TITLE I OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B) (I) THE ACQUISITION AND HOLDING OF THIS NOTE THE NOTES BY SUCH HOLDER OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) TRANSFEREE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS, (II) NONE OF THE ISSUER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES HAS UNDERTAKEN OR WILL UNDERTAKE TO PROVIDE IMPARTIAL INVESTMENT ADVICE OR HAS GIVEN OR WILL GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION WITH THE NOTES AND THE TRANSACTIONS CONTEMPLATED WITH RESPECT TO THE NOTES; AND (III) THE DECISION TO PURCHASE THE NOTES HAS BEEN MADE BY A DULY AUTHORIZED FIDUCIARY WHO IS INDEPENDENT OF THE ISSUER, THE INITIAL PURCHASERS AND THEIR AFFILIATES.”

ERISA Legend. Each Note issued or exchanged under this Indenture shall will bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINTHEREIN, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN THEREIN CONSTITUTES THE ASSETS OF ANY AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), 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, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS TITLE I OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (I) AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) 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”), ) Table of Contents OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE “PLAN ASSETS” OF ANY SUCH PLANOF THE FOREGOING DESCRIBED IN CLAUSES (I) AND (II), ACCOUNT PURSUANT TO ERISA OR ARRANGEMENT OTHERWISE OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE NOTE, OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) HEREIN, WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Note Global Security and each Definitive Security issued in exchange for a beneficial interest in a Global Security (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH HOLDER ACQUIRER AND SUBSEQUENT TRANSFEREE OF A NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER ACQUIRER OR TRANSFEREE TO ACQUIRE OR AND HOLD THIS THE NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“‘‘ERISA”’’), A ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE 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. UNITED STATES OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “‘‘SIMILAR LAWS”’’), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “‘‘PLAN ASSETS” ’’ OF ANY SUCH PLAN, ACCOUNT OR AND ARRANGEMENT (EACH, A ‘‘PLAN’’) OR (B) THE ACQUISITION AND HOLDING OF THIS THE NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A ANY SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note and each Definitive Note issued in exchange for a beneficial interest in a Global Note (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREINSECURITY, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN SECURITY CONSTITUTES THE ASSETS OF ANY 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”)) (COLLECTIVELY WITH ANY PLAN THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. NON‑U.S. OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT ARRANGEMENT, OR (B2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) SECURITY WILL NOT CONSTITUTE A NON-EXEMPT NON‑EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. FURTHER, IF THE PURCHASER OR TRANSFEREE IS A PLAN, SUCH PURCHASER OR SUBSEQUENT TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED EACH OF THE FOLLOWING SUBPARAGRAPHS (A) THROUGH (E) WILL BE SATISFIED: (A) THE DECISION TO PURCHASE THE NOTES HAS BEEN MADE BY A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF ERISA OR SECTION 4975(E)(3) OF THE CODE, AS APPLICABLE (EACH A “PLAN FIDUCIARY”)) WHO IS AWARE OF AND HAS TAKEN INTO CONSIDERATION ITS FIDUCIARY DUTIES, INCLUDING THE DIVERSIFICATION REQUIREMENTS OF SECTION 404(A)(1)(C) OF ERISA; AND WITH RESPECT TO A PURCHASER OR TRANSFEREE THAT IS A PLAN OR AN ENTITY WHOSE UNDERLYING ASSETS CONSTITUTE “PLAN ASSETS” OF A PLAN BY REASON OF AN INVESTMENT BY ONE OR MORE “BENEFIT PLAN INVESTORS” (AS DEFINED IN SECTION 3(42) OF ERISA), THE PLAN FIDUCIARY IS (1) A BANK AS DEFINED IN SECTION 202 OF THE INVESTMENT ADVISERS ACT OF 1940 (THE “ADVISERS ACT”) OR SIMILAR INSTITUTION THAT IS REGULATED AND SUPERVISED AND SUBJECT TO PERIODIC EXAMINATION BY A UNITED STATES STATE OR FEDERAL AGENCY; (2) AN INSURANCE CARRIER THAT IS QUALIFIED UNDER THE LAWS OF MORE THAN ONE UNITED STATES STATE TO PERFORM THE SERVICES OF MANAGING, ACQUIRING OR DISPOSING OF ASSETS OF A PLAN; (3) AN INVESTMENT ADVISER REGISTERED UNDER THE ADVISERS ACT OR, IF NOT REGISTERED AS AN INVESTMENT ADVISER UNDER THE ADVISERS ACT BY REASON OF PARAGRAPH (1) OF SECTION 203A OF THE ADVISERS ACT, IS REGISTERED AS AN INVESTMENT ADVISER UNDER THE LAWS OF THE UNITED STATES STATE (REFERRED TO IN SUCH PARAGRAPH (1)) IN WHICH IT MAINTAINS ITS PRINCIPAL OFFICE AND PLACE OF BUSINESS; (4) A BROKER‑DEALER REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1934; OR (5) AN INDEPENDENT FIDUCIARY THAT HOLDS, OR HAS UNDER MANAGEMENT OR CONTROL, TOTAL ASSETS OF AT LEAST $50 MILLION. (B) THE PLAN FIDUCIARY: (1) IS SOLELY RESPONSIBLE FOR THE DECISION TO PURCHASE THE NOTES; (2) HAS DETERMINED THAT NONE OF US IS A “PARTY IN INTEREST” OR “DISQUALIFIED PERSON” (AS SUCH TERMS ARE DEFINED IN ERISA OR THE CODE, AS APPLICABLE) WITH RESPECT TO THE PLAN OR THAT NEITHER THE ACQUISITION NOR THE HOLDING OF THE NOTES CONSTITUTES A NON‑EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, AS APPLICABLE; (3) IS QUALIFIED TO MAKE SUCH INVESTMENT DECISION AND TO THE EXTENT IT DEEMS NECESSARY HAS CONSULTED ITS OWN INVESTMENT ADVISERS AND LEGAL COUNSEL REGARDING THE ACQUISITION AND THE HOLDING OF THE NOTES; (4) IN MAKING ITS DECISION TO ACQUIRE THE NOTES, HAS NOT RELIED ON AND IS NOT RELYING ON ANY ADVICE OR RECOMMENDATION BY US OR ANY AGENT ENGAGED BY US WITH RESPECT TO THE ACQUISITION OF THE NOTES; (5) UNDERSTANDS THAT WE ARE NOT UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE OR TO GIVE ADVICE IN A SIMILAR VIOLATION FIDUCIARY CAPACITY IN CONNECTION WITH THE ACQUISITION OF THE NOTES AND THAT WE HAVE FINANCIAL INTERESTS IN THE PLAN’S PURCHASE AND HOLDING OF THE NOTES, WHICH INTERESTS MAY CONFLICT WITH THE INTEREST OF SUCH PLAN AS MORE FULLY DESCRIBED IN THIS OFFERING CIRCULAR; (6) IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH REGARD TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES, INCLUDING WITH REGARD TO THE ACQUISITION AND HOLDING OF THE NOTES; AND (7) IS NOT THE INDIVIDUAL RETIREMENT ACCOUNT (“XXX”) OWNER (IN THE CASE OF A PURCHASER WHICH IS AN XXX); (C) THE PLAN FIDUCIARY ACKNOWLEDGES AND AGREES THAT NEITHER WE NOR ANY AGENT ENGAGED BY US, WITH RESPECT TO THE PURCHASE OF THE NOTES, IS A “FIDUCIARY” (WITHIN THE MEANING OF SECTION 3(21) OF ERISA) WITH RESPECT TO ANY ASSETS OF THE PLAN AND THAT THE PLAN FIDUCIARY HAS NOT RELIED AND IS NOT RELYING ON US TO PROVIDE, AND NONE OF US PROVIDED, ANY KIND OF INVESTMENT ADVICE WITH RESPECT TO THE PURCHASE OF THE NOTES; (D) THE PLAN FIDUCIARY HAS CONSIDERED THE FOLLOWING WITH RESPECT TO THE PLAN’S PURCHASE OF THE NOTES AND HAS DETERMINED THAT, IN VIEW OF SUCH CONSIDERATIONS, THE PURCHASE OF THE NOTES IS CONSISTENT WITH SUCH PLAN FIDUCIARY’S RESPONSIBILITY UNDER ERISA OR THE CODE: (1) WHETHER THE PURCHASE OF THE NOTES IS PRUDENT FOR THE PLAN; (2) WHETHER THE RISK, STRUCTURE AND OPERATION OF THE COMPENSATION ARRANGEMENT HAS BEEN ADEQUATELY DISCLOSED AND FURTHERS THE INTERESTS OF THE PLAN; (3) WHETHER THE PLAN’S CURRENT AND ANTICIPATED LIQUIDITY NEEDS WOULD BE MET; (4) WHETHER THE PURCHASE OF THE NOTES WOULD PERMIT THE PLAN’S OVERALL PORTFOLIO TO REMAIN ADEQUATELY DIVERSIFIED; AND (5) WHETHER THE PURCHASE OF THE NOTES IS PERMITTED UNDER DOCUMENTS GOVERNING THE PLAN AND UNDER ERISA AND THE CODE; AND (E) NONE OF US, NOR ANY APPLICABLE SIMILAR LAWSAGENT ENGAGED BY US WITH RESPECT TO THE PURCHASE OF THE NOTES, WILL RECEIVE ANY FEE OR OTHER COMPENSATION DIRECTLY FROM THE PLAN, PLAN FIDUCIARY, ANY PARTICIPANT, BENEFICIARY, OR OWNER OF SUCH PLAN FOR ANY INVESTMENT ADVICE (AS OPPOSED TO OTHER SERVICES) PROVIDED WITH RESPECT TO THE PURCHASE OF THE NOTES.”

ERISA Legend. Each Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “BY ACCEPTANCE OF THIS NOTE (OR AN EXCHANGE NOTE) SECURITY, OR ANY INTEREST HEREIN, EACH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (1) “EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I PLAN” (WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), A THAT IS SUBJECT TO TITLE I OF ERISA, (2) PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ) OR PROVISIONS UNDER ANY OTHER U.S. OR NON-U.S. FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS, RULES OR REGULATIONS THAT ARE SIMILAR TO SUCH THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTIONS PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (3) ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” THE ASSETS OF ANY SUCH PLANOF THE FOREGOING DESCRIBED IN CLAUSE (1) AND (2), ACCOUNT PURSUANT TO ERISA OR ARRANGEMENT OTHER APPLICABLE LAW, OR (B) THE ACQUISITION PURCHASE AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE SECURITY OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) 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.”

ERISA Legend. Each Note Global Security and each Definitive Security issued in exchange for a beneficial interest in a Global Security (and all Notes issued in exchange therefor or exchanged under this Indenture substitution thereof) shall bear a legend in substantially the following form: “BY ACCEPTANCE OF THIS NOTE, EACH ACQUIRER AND SUBSEQUENT TRANSFEREE OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH HOLDER ) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, A PLAN, AND NO PORTION OF THE ASSETS USED BY SUCH HOLDER ACQUIRER OR TRANSFEREE TO ACQUIRE OR AND HOLD THIS NOTE OR AN EXCHANGE NOTE (OR ANY INTEREST HEREIN HEREIN) CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. UNITED STATES OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR AND ARRANGEMENT (EACH, A “PLAN”) OR (B) THE ACQUISITION ACQUISITION, HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS NOTE OR AN EXCHANGE NOTE (OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTEHEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A ANY SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (1) EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE (OR ANY INTEREST HEREIN IN THIS NOTE) CONSTITUTES THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS, RULES OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OR (B2) THE ACQUISITION ACQUISITION, HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS NOTE OR AN EXCHANGE NOTE (OR ANY INTEREST HEREIN (AND THE EXCHANGE OF IN THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWSLAWS AND (2) IF THE HOLDER IS AN ERISA PLAN (A) NONE OF THE TRANSACTION PARTIES OR OTHER PERSONS THAT PROVIDE MARKETING SERVICES NOR ANY OF THEIR AFFILIATES HAS PROVIDED OR IS PROVIDING IMPARTIAL INVESTMENT ADVICE OR IS GIVING ANY ADVICE IN A FIDUCIARY CAPACITY IN CONNECTION WITH THE HOLDER’S ACQUISITION OF ANY NOTES OR ANY INTEREST THEREIN AND THE TRANSACTION PARTIES HAVE FINANCIAL INTERESTS IN THE OFFERING AND SALE OF THE NOTES WHICH ARE DISCLOSED IN THIS OFFERING MEMORANDUM OR AT THE TIME OF SALE, (B) THE PERSON MAKING THE INVESTMENT DECISION ON THE HOLDER’S BEHALF WITH RESPECT TO THE ACQUISITION AND HOLDING OF THE NOTES IS AN INDEPENDENT FIDUCIARY (WITHIN THE MEANING OF 29 CFR SECTION 2510.3-21) THAT IS INDEPENDENT OF EACH OF THE TRANSACTION PARTIES AND IS (1) A BANK AS DEFINED IN SECTION 202 OF THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED (THE “INVESTMENT ADVISERS ACT”) OR SIMILAR INSTITUTION THAT IS REGULATED AND SUPERVISED AND SUBJECT TO PERIODIC EXAMINATION BY A STATE OR FEDERAL AGENCY, (2) AN INSURANCE CARRIER QUALIFIED UNDER THE LAWS OF MORE THAN ONE STATE TO PERFORM THE SERVICES OF MANAGING, ACQUIRING OR DISPOSING OF ASSETS OF AN ERISA PLAN, (3) AN INVESTMENT ADVISER REGISTERED UNDER THE INVESTMENT ADVISERS ACT OR, IF NOT REGISTERED AN AS INVESTMENT ADVISER UNDER THE INVESTMENT ADVISERS ACT BY REASON OF PARAGRAPH (1) OF SECTION 203A OF THE INVESTMENT ADVISERS ACT, IS REGISTERED AS AN INVESTMENT ADVISER UNDER THE LAWS OF THE STATE (REFERRED TO IN SUCH PARAGRAPH (1)) IN WHICH IT MAINTAINS ITS PRINCIPAL OFFICE AND PLACE OF BUSINESS, (4) A BROKER-DEALER REGISTERED UNDER THE EXCHANGE ACT OR (5) AN INDEPENDENT FIDUCIARY THAT HOLDS, OR HAS UNDER MANAGEMENT OR CONTROL, TOTAL ASSETS OF AT LEAST $50 MILLION, EXCLUDING THE XXX OWNER OR A RELATIVE OF THE XXX OWNER IF THE HOLDER IS AN XXX (THE “QUALIFIED INDEPENDENT FIDUCIARY”), (C) THE QUALIFIED INDEPENDENT FIDUCIARY IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH REGARD TO PARTICULAR TRANSACTIONS AND STRATEGIES, INCLUDING THE ACQUISITION, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES, (D) THE QUALIFIED INDEPENDENT FIDUCIARY IS A FIDUCIARY TO THE HOLDER UNDER ERISA OR THE CODE, OR BOTH, WITH RESPECT TO THE ACQUISITION, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES AND IS RESPONSIBLE FOR EXERCISING INDEPENDENT JUDGMENT IN EVALUATING SUCH TRANSACTIONS AND (D) NO FEE OR OTHER COMPENSATION IS BEING PAID DIRECTLY TO ANY OF THE TRANSACTION PARTIES BY THE HOLDER OR THE QUALIFIED INDEPENDENT FIDUCIARY FOR INVESTMENT ADVICE (AS OPPOSED TO OTHER SERVICES) IN CONNECTION WITH THE ACQUISITION AND HOLDING OF THE NOTES.”

ERISA Legend. Each Global Note, Restricted Global Note issued or exchanged under this Indenture Unrestricted Global Note, shall bear a legend in substantially the following form: “BY ACCEPTANCE ITS ACQUISITION OF THIS NOTE SECURITY (OR AN EXCHANGE NOTE) OR INCLUDING ANY INTEREST HEREIN), EACH THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN SECURITY CONSTITUTES THE ASSETS OF ANY (A) AN “EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (B) 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 U.S. OR NON U.S. FEDERAL, STATE, LOCAL, NON-U.S. LOCAL OR OTHER LAWS, RULES LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”