Common use of Form of Notes and Trustee’s Certificate Clause in Contracts

Form of Notes and Trustee’s Certificate. (a) The Notes are to be issuable as registered securities and shall be evidenced by one or more Global Notes. The Notes of each series shall be in substantially the form of Exhibit A hereto (unless otherwise set forth in one or more indentures supplemental hereto or as provided in a Board Resolution of the Company and as set forth in an Officers’ Certificate of the Company), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements (in addition to any required in accordance with Section 2.11) placed thereon as the Company may reasonably deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law, with any rule or regulation made pursuant thereto, with any rules of any securities exchange, automated quotation system or clearing agency or to conform to usage, as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee as custodian for DTC. (b) The Definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Notes, as evidenced by their execution thereof. (c) 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 Company and the Trustee, by their execution and delivery of this Indenture with respect to each series of Notes, expressly agree to such terms and provisions and to be bound hereby; provided, however, that to the extent any provision of any Note thereon conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (d) The Trustee’s certificates of authentication shall be in substantially the following form: “This is one of the Notes designated therein described in the within-mentioned Indenture. U.S. Bank National Association, as Trustee By: Authorized Signatory” (e) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note 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.

Form of Notes and Trustee’s Certificate. (a) The Initial Notes are and the Exchange Notes and the Trustee's certificate of authentication to be issuable as registered securities and borne by the Notes shall be evidenced by one or more Global Notessubstantially in the form of Exhibits A-1 and A-2, respectively, which exhibits are part of this Indenture. The Notes of each series shall be in substantially the form of Exhibit A hereto (unless otherwise set forth in one or more indentures supplemental hereto or as provided in a Board Resolution of the Company and as set forth in an Officers’ Certificate of the Company), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification or designation and such legends or endorsements (in addition to any required in accordance with Section 2.11) placed printed, lithographed or engraved thereon as the Company officers executing the same may reasonably deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law, law or with any rule or regulation made pursuant thereto, thereto or with any rules rule or regulation of any securities exchangestock exchange on which the Notes may be listed, automated quotation system or clearing agency or to conform to usage, as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee as custodian for DTC. (b) The Definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Notes, as evidenced by their execution thereof. (c) 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 Company and the Trustee, by their execution and delivery of this Indenture with respect to each series of Notes, expressly agree to such terms and provisions and to be bound hereby; provided, however, that to the extent any provision of any Note thereon conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (d) The Trustee’s certificates of authentication shall be in substantially the following form: “This is one of the Notes designated therein described in the within-mentioned Indenture. U.S. Bank National Association, as Trustee By: Authorized Signatory” (e) Notes offered and sold in reliance on Rule 144A or on Regulation S shall under the Securities Act may be issued initially in the form of one or more Global Notes in registered form, substantially in the Regulation S Temporary Global Noteform set forth in Exhibit A-1, which shall be deposited with, or on behalf of of, the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryDepository, and registered in shall bear the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding legend set forth on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. Exhibit B. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent any Global Note may from time to time be increased or decreased by adjustments made on the records of the Depository or the custodian for the Depository. Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A or on Regulation S under the Securities Act may be issued, in the form of certificated securities in registered form in substantially the form set forth in Exhibit A-1 (the "Certificated Notes"). The Trustee shall be conclusively entitled to rely on the form of Notes (Global or Certificated Notes) as provided by the Company. Likewise, the Trustee shall be conclusively entitled to rely upon statements therein to the effect that they are being offered and sold in reliance on Rule 144A or on Regulation S under the Depositary Securities Act, or its nomineeupon another exemption from registration under the Securities Act, as directed by the case may be, in connection with transfers of interest as hereinafter providedCompany.

Form of Notes and Trustee’s Certificate. (a) The Notes are to be issuable as registered securities and shall be evidenced by one or more Global Notes. The Notes of each series shall be in substantially the form of Exhibit A hereto (unless otherwise set forth in one or more indentures supplemental hereto or as provided in a Board Resolution of the Company and as set forth in an Officers’ Certificate of the Company), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements (in addition to any required in accordance with Section 2.11) placed thereon as the Company may reasonably deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law, with any rule or regulation made pursuant thereto, with any rules of any securities exchange, automated quotation system or clearing agency or to conform to usage, as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee as custodian for DTC. (b) The Definitive Notes in definitive form shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers officer executing such Notes, as evidenced by their execution thereof. (c) 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 Company and the Trustee, by their execution and delivery of this Indenture with respect to each series of NotesIndenture, expressly agree to such terms and provisions and to be bound hereby; provided, however, that to the extent any provision of any Note thereon conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (d) The Trustee’s certificates of authentication shall be in substantially the following form: “This is one of the Notes designated therein described in the within-mentioned Indenture. U.S. Bank National Association, as Trustee By: Authorized Signatory” (e) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note 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.

Form of Notes and Trustee’s Certificate. (a) The Notes are and the Trustee’s certificate of authentication to be issuable as registered securities and borne by such Notes shall be evidenced by one or more Global Notes. The Notes of each series shall be substantially in substantially the form of Exhibit A hereto (unless otherwise respective forms set forth in one or more indentures supplemental hereto or as provided Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a Board Resolution part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound hereby. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as set forth in an Officers’ Certificate may be required by the Note Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed, traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Company), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto and Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements (in addition to any required in accordance with Section 2.11) placed thereon as the Company Officer executing the same may reasonably deem appropriate approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law, law or with any rule or regulation made pursuant thereto, thereto or with any rules rule or regulation of any securities exchange, exchange or automated quotation system on which the Notes may be listed or clearing agency designated for issuance, or to conform to usage, as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notesusage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee as custodian for DTC. (b) The Definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Notes, as evidenced by their execution thereof. (c) 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 Company and the Trustee, by their execution and delivery of this Indenture with respect to each series of Notes, expressly agree to such terms and provisions and to be bound hereby; provided, however, that to the extent any provision of any Note thereon conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (d) The Trustee’s certificates of authentication shall be in substantially the following form: “This is one of the Notes designated therein described in the within-mentioned Indenture. U.S. Bank National Association, as Trustee By: Authorized Signatory” (e) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Each Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication represent such principal amount of the Regulation S Permanent Global Note, outstanding Notes as shall be specified therein and shall provide that it shall represent the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or decreased reduced to reflect repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments the Trustee or the Note Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the records date of the Trustee and the Depositary payment, unless a record date or its nominee, as the case may be, in connection with transfers other means of interest as hereinafter provideddetermining Holders eligible to receive payment is provided for herein.