Common use of Form and Dating Terms Clause in Contracts

Form and Dating Terms. (a) Each Note and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A attached hereto and may have such additional notations, legends or endorsements as are required by law, stock exchange rule or usage. Each Note shall be dated as of the date of its authentication. Each Global Note shall (except to the extent that any PIK Amounts are added to the Principal Amount thereof in accordance with Section 4.1(b)) be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Each PIK Note and each increase to the Principal Amount of any Global Note in respect of any PIK Amounts shall be in denominations of $1.00 or any integral multiples of $1.00 in excess thereof. (b) The Initial Notes shall be issued in the form of one (1) or more Global Notes substantially in the form attached as Exhibit A and shall be (i) duly executed by the Issuer, (ii) authenticated by the Trustee as hereinafter provided and (iii) deposited on behalf of the Holders with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary. Each Global Note shall evidence a principal amount (a “Principal Amount”) that represents a portion of the aggregate principal amount of all of the Notes (the “Aggregate Principal Amount”), which Principal Amount and Aggregate Principal Amount may from time to time be decreased or increased to reflect prepayments, exchanges, PIK Amounts, redemptions and transfers of interests, in each case, made in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any such increase or decrease shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof in accordance with Section 2.6. (c) On any Interest Payment Date on which the Issuer makes a Cash/PIK Election, the Trustee, at the direction of the Required Holders, shall, as provided in Section 4.1, either: (i) have the applicable PIK Amount added to the Outstanding Principal Amount of any Global Note in accordance with (and subject to) Section 4.1, on a pro rata basis and rounded up to the nearest whole dollar, for the relevant Interest Period of and as of the relevant record date for such Interest Payment Date, to the credit of the Holders of such Global Note on such record date, and the Trustee shall make an adjustment on its books and records to reflect such increase; or (ii) cause the Issuer to issue to each Holder of a Global Note on such record date a PIK Note with respect to such PIK Amount in accordance with (and subject to) Section 4.1, on a pro rata basis and rounded up to the 18 nearest whole dollar, for the relevant Interest Period of and as of the relevant record date for such Interest Payment Date, and the Trustee shall make a notation on its books and records to reflect each such issued PIK Note. (d) The Initial Notes are being issued by the Issuer only to (i) “qualified institutional buyers” (as defined in Rule 144A of the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) institutions that are “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs (“Institutional Accredited Investors”). Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one (1) or more permanent Global Notes substantially in the form of Exhibit A (each, a “QIB Global Note”), deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes that are resold in offshore transactions in reliance on Regulation S shall be issued in the form of one (1) or more Global Notes substantially in the form set forth in Exhibit A (the “Regulation S Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered to an Institutional Accredited Investor, other than in reliance on Rule 144A or Regulation S, shall be issued in the form of one (1) or more permanent Global Notes substantially in the form set forth in Exhibit A (the “IAI Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The QIB Global Note, the Regulation S Global Note and the IAI Global Note shall each be issued with separate CUSIP numbers. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Note Custodian. Transfers of Notes to QIBs, pursuant to Regulation S or to Institutional Accredited Investors shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.14.

Form and Dating Terms. (a) Each Note The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $1,000 and integral multiples thereof. (b) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and may have such additional notations, legends or endorsements as are required by law, stock exchange rule or usage. Each Note shall be dated as without the “Schedule of Exchanges of Interests in the date of its authenticationGlobal Note” attached thereto). Each Global Note shall (except to represent such of the extent that any PIK Amounts are added to outstanding Notes as shall be specified in the Principal Amount thereof “Schedule of Exchanges of Interests in accordance with Section 4.1(b)) be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Each PIK Note the Global Note” attached thereto and each increase shall provide that it shall represent up to the Principal Amount of any Global Note in respect of any PIK Amounts shall be in denominations of $1.00 or any integral multiples of $1.00 in excess thereof. (b) The Initial Notes shall be issued in the form of one (1) or more Global Notes substantially in the form attached as Exhibit A and shall be (i) duly executed by the Issuer, (ii) authenticated by the Trustee as hereinafter provided and (iii) deposited on behalf of the Holders with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary. Each Global Note shall evidence a principal amount (a “Principal Amount”) that represents a portion of the aggregate principal amount of all Notes from time to time endorsed thereon and that the aggregate principal amount of the outstanding Notes (the “Aggregate Principal Amount”), which Principal Amount and Aggregate Principal Amount represented thereby may from time to time be decreased reduced or increased increased, as applicable, to reflect prepayments, exchanges, PIK Amounts, exchanges and redemptions and transfers of interests, in each case, made in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any such increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note CustodianTrustee, as custodian with respect to the Notes in global form or any successor entity thereof, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof in accordance with as required by Section 2.62.07 hereof. (c) On any Interest Payment Date on which the Issuer makes a Cash/PIK Election, the Trustee, at the direction of the Required Holders, shall, as provided in Section 4.1, either: (i) have the applicable PIK Amount added to the Outstanding Principal Amount of any Global Note in accordance with (and subject to) Section 4.1, on a pro rata basis and rounded up to the nearest whole dollar, for the relevant Interest Period of and as of the relevant record date for such Interest Payment Date, to the credit of the Holders of such Global Note on such record date, and the Trustee shall make an adjustment on its books and records to reflect such increase; or (ii) cause the Issuer to issue to each Holder of a Global Note on such record date a PIK Note with respect to such PIK Amount in accordance with (and subject to) Section 4.1, on a pro rata basis and rounded up to the 18 nearest whole dollar, for the relevant Interest Period of and as of the relevant record date for such Interest Payment Date, and the Trustee shall make a notation on its books and records to reflect each such issued PIK Note. (d) The Initial Notes are being issued by the Issuer only to (i) “qualified institutional buyers” (as defined in Rule 144A of the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) institutions that are “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs (“Institutional Accredited Investors”). Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one (1) or more permanent Global Notes substantially in the form of Exhibit A (each, a “QIB Global Note”), deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes that are resold in offshore transactions in reliance on Regulation S shall be issued in the form of one (1) or more Global Notes substantially in the form set forth in Exhibit A (the “Regulation S Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered to an Institutional Accredited Investor, other than in reliance on Rule 144A or Regulation S, shall be issued in the form of one (1) or more permanent Global Notes substantially in the form set forth in Exhibit A (the “IAI Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The QIB Global Note, the Regulation S Global Note and the IAI Global Note shall each be issued with separate CUSIP numbers. The aggregate principal amount of each Global Notes that may be authenticated and delivered under this Indenture is unlimited. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.13 hereof. The Notes shall not be redeemable, other than as provided in Article 3. Additional Notes ranking pari passu with the Notes may be created and issued from time to time be increased by the Company without notice to or decreased by adjustments made on the records consent of the TrusteeHolders and shall be consolidated with and form a single class with the Notes and shall have the same terms as to waivers, amendments, offers to purchase, redemption or otherwise as Note Custodianthe Notes; provided that the Company’s ability to issue Additional Notes shall be subject to the Company’s compliance with Section 4.09 hereof. Transfers Additional Notes shall have identical terms as the Initial Notes, other than with respect to the date of issuance and issue price; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to QIBs, pursuant to Regulation S or to Institutional Accredited Investors not be fungible for U.S. federal income tax purposes with any other Notes issued under this Indenture. Any Additional Notes shall be represented by appropriate increases and decreases issued with the benefit of an indenture supplemental to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.14this Indenture.

Form and Dating Terms. (a) Each Note The Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A attached hereto and hereto. The Notes may have such additional notations, legends or endorsements as are required by law, stock exchange rule rules or usage. Each Note shall be dated as of the date of its authentication. Each Global Note The Notes shall (except to the extent that any PIK Amounts are added to the Principal Amount thereof in accordance with Section 4.1(b)) be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Each PIK Note and each increase to the Principal Amount of any Global Note in respect of any PIK Amounts shall be in denominations of $1.00 or any integral multiples of $1.00 in excess thereof. (b) The Initial Global Notes shall be issued substantially in the form of one Exhibit A hereto (1) or more including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Certificated Notes shall be substantially in the form attached as of Exhibit A attached hereto (but without the Global Note Legend thereon and shall be (i) duly executed by without the Issuer, (ii) authenticated by the Trustee as hereinafter provided and (iii) deposited on behalf “Schedule of the Holders with the Trustee as custodian for the Depositary, and registered Exchanges of Interests in the name of the Depositary or a nominee of the DepositaryGlobal Note” attached thereto). Each Global Note shall evidence a principal amount (a represent such of the outstanding Notes as shall be specified in the “Principal Amount”) Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that represents a portion of it shall represent up to the aggregate principal amount of all Notes from time to time endorsed thereon and that the aggregate principal amount of the outstanding Notes (the “Aggregate Principal Amount”), which Principal Amount and Aggregate Principal Amount represented thereby may from time to time be decreased reduced or increased increased, as applicable, to reflect prepayments, exchanges, PIK Amounts, exchanges and redemptions and transfers of interests, in each case, made in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any such increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note CustodianRegistrar, as custodian with respect to the Notes in global form or any successor entity thereof, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof in accordance with as required by Section 2.62.07 hereof. (c) On any Interest Payment Date on which the Issuer makes a Cash/PIK Election, the Trustee, at the direction of the Required Holders, shall, as provided in Section 4.1, either: (i) have the applicable PIK Amount added to the Outstanding Principal Amount of any Global Note in accordance with (and subject to) Section 4.1, on a pro rata basis and rounded up to the nearest whole dollar, for the relevant Interest Period of and as of the relevant record date for such Interest Payment Date, to the credit of the Holders of such Global Note on such record date, and the Trustee shall make an adjustment on its books and records to reflect such increase; or (ii) cause the Issuer to issue to each Holder of a Global Note on such record date a PIK Note with respect to such PIK Amount in accordance with (and subject to) Section 4.1, on a pro rata basis and rounded up to the 18 nearest whole dollar, for the relevant Interest Period of and as of the relevant record date for such Interest Payment Date, and the Trustee shall make a notation on its books and records to reflect each such issued PIK Note. (d) The Initial Notes are being issued by the Issuer only to (i) “qualified institutional buyers” (as defined in Rule 144A of the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) institutions that are “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs (“Institutional Accredited Investors”). Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one (1) or more permanent Global Notes substantially in the form of Exhibit A (each, a “QIB Global Note”), deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes that are resold in offshore transactions in reliance on Regulation S shall be issued in the form of one (1) or more Global Notes substantially in the form set forth in Exhibit A (the “Regulation S Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered to an Institutional Accredited Investor, other than in reliance on Rule 144A or Regulation S, shall be issued in the form of one (1) or more permanent Global Notes substantially in the form set forth in Exhibit A (the “IAI Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The QIB Global Note, the Regulation S Global Note and the IAI Global Note shall each be issued with separate CUSIP numbers. The aggregate principal amount of each Global Note Notes that may from time to time be increased or decreased by adjustments made on authenticated and delivered under this Indenture is unlimited. The terms and provisions contained in the records Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, as Note Custodianby their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Transfers of Notes to QIBsHowever, pursuant to Regulation S or to Institutional Accredited Investors shall be represented by appropriate increases and decreases to the respective amounts extent any provision of any Note conflicts with the appropriate Global Notesexpress provisions of this Indenture, as more fully provided in Section 2.14the provisions of this Indenture shall govern and be controlling.

Form and Dating Terms. (a) Each Note The Notes of each series and the Trustee’s 's certificate of authentication thereon with respect to Notes of such series shall be substantially in the form of Exhibit A attached Schedule 1 hereto (with respect to the 2026 Notes) or Schedule 2 hereto (with respect to the 2029 Notes), which are hereby incorporated in and expressly made a part of this Indenture. The Notes may have such additional notations, legends or endorsements endorsements, not inconsistent with the provisions of this Indenture, as are may be required by to comply with any law, stock or with any rules of any securities exchange rule or usageusage or with the rules of the Depository or this Indenture, all as may be determined by the officers executing such Notes as evidenced by their execution of the Notes. Each Note shall be dated as of the date of its authentication. Each Global Note The Notes shall (except to the extent that any PIK Amounts are added to the Principal Amount thereof in accordance with Section 4.1(b)) be issued only in minimum denominations of $2,000 200,000 and integral multiples of $1,000 in excess thereof. Each PIK Note and each increase to the Principal Amount of any Global Note in respect of any PIK Amounts shall be in denominations of $1.00 or any integral multiples of $1.00 in excess thereof. (b) The Initial Notes issued in global form shall be issued substantially in the form of one Schedule 1 hereto (1with respect to the 2026 Notes) or more Schedule 2 hereto (with respect to the 2029 Notes) (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form attached as Exhibit A of Schedule 1 hereto (with respect to the 2026 Notes) or Schedule 2 hereto (with respect to the 2029 Notes) (but without the Global Note Legend thereon and shall be (i) duly executed by without the Issuer, (ii) authenticated by the Trustee as hereinafter provided and (iii) deposited on behalf "Schedule of the Holders with the Trustee as custodian for the Depositary, and registered Exchanges of Interests in the name of the Depositary or a nominee of the DepositaryGlobal Note" attached thereto). Each Global Note shall evidence a principal amount (a “Principal Amount”) represent such of the outstanding Notes of the applicable series as shall be specified in the "Schedule of Exchanges of Interests in the Global Note" attached thereto and each shall provide that represents a portion of it shall represent up to the aggregate principal amount of all Notes of the applicable series from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes (of the “Aggregate Principal Amount”), which Principal Amount and Aggregate Principal Amount applicable series represented thereby may from time to time be decreased reduced or increased increased, as applicable, to reflect prepayments, exchanges, PIK Amounts, redemptions exchanges and transfers of interests, in each case, made in accordance with the terms of this Indentureredemptions. Any endorsement of a Global Note to reflect the amount of any such increase or decrease in the aggregate principal amount of outstanding Notes of the applicable series represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof in accordance with as required by Section 2.6. (c) On any Interest Payment Date on which 2.06. Following the Issuer makes a Cash/PIK Election, the Trustee, at the direction termination of the Required HoldersRestricted Period, shall, as provided beneficial interests in Section 4.1, either: (i) have the applicable PIK Amount added to the Outstanding Principal Amount of any Global Note in accordance with (and subject to) Section 4.1, on a pro rata basis and rounded up to the nearest whole dollar, for the relevant Interest Period of and as of the relevant record date for such Interest Payment Date, to the credit of the Holders of such Global Note on such record date, and the Trustee shall make an adjustment on its books and records to reflect such increase; or (ii) cause the Issuer to issue to each Holder of a Global Note on such record date a PIK Note with respect to such PIK Amount in accordance with (and subject to) Section 4.1, on a pro rata basis and rounded up to the 18 nearest whole dollar, for the relevant Interest Period of and as of the relevant record date for such Interest Payment Date, and the Trustee shall make a notation on its books and records to reflect each such issued PIK Note. (d) The Initial Notes are being issued by the Issuer only to (i) “qualified institutional buyers” (as defined in Rule 144A of the Securities Act (“Rule 144A”)) (“QIBs”) and (ii) institutions that are “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs (“Institutional Accredited Investors”). Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one (1) or more permanent Global Notes substantially in the form of Exhibit A (each, a “QIB Global Note”), deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes that are resold in offshore transactions in reliance on Regulation S shall be issued in the form of one (1) or more Global Notes substantially in the form set forth in Exhibit A (the “Regulation S Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered to an Institutional Accredited Investor, other than in reliance on Rule 144A or Regulation S, shall be issued in the form of one (1) or more permanent Global Notes substantially in the form set forth in Exhibit A (the “IAI Global Note”) deposited with the Trustee, as Note Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The QIB Global Note, the Regulation S Temporary Global Note and of the IAI applicable series will be exchanged for beneficial interests in the Regulation S Permanent Global Note shall of such series pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note of each be issued with separate CUSIP numbersseries, the Trustee will cancel the Regulation S Temporary Global Note of such series. The aggregate principal amount of each the Regulation S Temporary Global Note and the Regulation S Permanent Global Note of the applicable series may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. (c) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The terms and provisions contained in the Notes of each series shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, as by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note Custodianconflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Transfers of The Notes shall be subject to QIBs, repurchase by the Issuer or the Company pursuant to Regulation S or to Institutional Accredited Investors shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, an Asset Disposition Offer as more fully provided in Section 2.144.10 or a Change of Control Offer as provided in Section 4.14. The Notes shall not be redeemable, other than as provided in Article III. Additional Notes of each series ranking pari passu with Initial Notes of such series may be created and issued from time to time by the Company without notice to or consent of the Holders and shall (except as described under Article VI or Article IX) be consolidated with and form a single class with the Initial Notes of the applicable series and have the same terms as to status, redemption or otherwise (other than with respect to the issue date, the purchase price thereof and the date from which the interest accrues) as the applicable series of Initial Notes; provided that the Issuer's ability to issue Additional Notes shall be subject to the Company's compliance with Section 4.09. The Notes of a series and any Additional Notes of such series shall be substantially identical other than the Issue date, the issue price, the initial accrued interest date and the first interest payment date. Except as described under Article VI or Article IX, the Initial Notes of a given series and any Additional Notes of such series subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote together as one class on all matters with respect to the corresponding Notes, provided that if the Additional Notes are not fungible with the applicable series of Notes issued on the Issue Date for U.S. federal income tax purposes the Additional Notes will have a separate CUSIP or ISIN number, if applicable. Unless the context requires otherwise, references to "Notes" for all purposes of this Indenture include any Additional Notes that are actually issued. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture. In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in conclusively relying upon, in addition to the Opinion of Counsel and Officer's Certificate required by Section 12.04, an Opinion of Counsel (i) as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes, (ii) stating that the form and terms of such Additional Notes have been established by a supplemental indenture and pursuant to a resolution of the Board of Directors of the Issuer in conformity with the provisions of this Indenture and (iii) stating that all laws and requirements in respect of the execution and delivery by the Issuer of such Additional Notes have been complied with. (d) The provisions of the "Operating Procedures of the Euroclear System" and 'Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note of the applicable series and the Regulation S Permanent Global Note of the applicable series that are held by Participants through Euroclear or Clearstream.