Common use of Form of Notes; Book Entry Provisions Clause in Contracts

Form of Notes; Book Entry Provisions. (a) Each Class of Notes may be sold to qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”) and shall be issued in the form of a Global Note substantially in the form of Exhibit A attached hereto (each, a “Rule 144A Global Note”) with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated by the Indenture Trustee as provided in Section 2.6 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided. Prior to any sale or any transfer of a Note for a Rule 144A Global Note, such purchaser or Note Owner shall be deemed to have represented and agreed as follows: (i) It is a qualified institutional buyer as defined in Rule 144A and is acquiring the Notes for its own institutional account or for the account of a qualified institutional buyer; (ii) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in Section 2.8; (iii) It understands that the Notes will bear a legend substantially as set forth in Section 2.9; and (iv) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any initial purchaser of such Notes, to support the truth and accuracy of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes.

Form of Notes; Book Entry Provisions. (a) Each Class series of the Notes shall be substantially in the form of the corresponding Annex attached hereto (other than, with respect to (x) any Additional Notes of any series of the Notes, changes related to issue date, issue price and, under some circumstances, the first Interest Payment Date of such Additional Notes and (y) any Exchange Notes of any series of the Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes customary for notes registered pursuant to the Securities Act). The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each Note shall be dated the date of its authentication. (i) The Initial Notes shall be offered and sold by the Company pursuant to qualified institutional buyers within the meaning of, and Purchase Agreement. The Notes shall be resold initially only (A) to persons reasonably believed to be QIBs in reliance on, on Rule 144A under the Securities Act or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 144A”) 902 under the Securities Act in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, purchasers in reliance on Regulation S, and otherwise, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially issued in the form of a Global Note substantially one or more permanent global securities in fully registered form (collectively, the form of Exhibit A attached hereto (each, a “Rule 144A Global Note”) and Notes initially resold pursuant to Regulation S shall be initially issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with such legends as may be the Global Notes Legend and the applicable thereto, which Restricted Notes Legend set forth in Section 2.12(e) hereof. Such global securities shall be deposited on behalf of the subscribers for purchasers of the Notes represented thereby with a custodian for DTC, the Notes Custodian and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer Company and authenticated by the Indenture Trustee as provided in Section 2.6 for credit this Indenture. (ii) The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to the accounts of the subscribers at DTCherein as “Global Notes”. The aggregate initial principal amount of a Rule 144A the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, Trustee and DTC or its nominee, as the case may be, nominee as hereinafter provided. Prior . (c) This Section 2.11(c) shall apply only to any sale a Global Note deposited with or any transfer on behalf of a Note for a Rule 144A Global Note, such purchaser or Note Owner shall be deemed to have represented and agreed as follows:DTC. (i) It is a qualified institutional buyer The Company shall execute and the Trustee shall, in accordance with this Section 2.11(c), authenticate and deliver initially one or more Global Notes that (A) shall be registered in the name of DTC and (B) shall be delivered by the Trustee to DTC or pursuant to DTC’s instructions or held by the Trustee as defined in Rule 144A and is acquiring the Notes Custodian for its own institutional account or for the account of a qualified institutional buyer;DTC. (ii) It understands that Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC (or by the Trustee as the Notes purchased by it will be offeredCustodian for DTC) or under such Global Note, and may be transferredthe Company, only in a transaction not involving the Trustee and any public offering within the meaning agent of the Securities Act Company or the Trustee shall be entitled to treat DTC as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and thatits Agent Members, if the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (d) Except as provided in Section 2.12 or 2.13, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (e) The terms and provisions contained in the future it decides Notes shall constitute, and are expressly made, a part of this Supplemental Indenture and, to resellthe extent applicable, pledge or otherwise transfer the Company, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and agree to be bound thereby. If there is any Notesconflict between the terms of the Notes and this Supplemental Indenture, such the terms of this Supplemental Indenture shall govern. (f) The Notes may be resold, pledged or transferred only in accordance with presented for registration of transfer and exchange at the transfer restrictions set forth in Section 2.8; (iii) It understands that the Notes will bear a legend substantially as set forth in Section 2.9; and (iv) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any initial purchaser of such Notes, to support the truth and accuracy offices of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the NotesSecurity Registrar.

Form of Notes; Book Entry Provisions. (a) Each Class series of the Notes shall be substantially in the form of the corresponding Annex attached hereto (other than, with respect to (x) any Additional Notes of any series of the Notes, changes related to issue date, issue price and first Interest Payment Date of such Additional Notes and (y) any Exchange Notes of any series of the Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes customary for registered notes). The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each Note shall be sold dated the date of its authentication. (i) The Notes shall be resold initially only (A) to qualified institutional buyers within the meaning of, and persons reasonably believed to be QIBs in reliance on, on Rule 144A under the Securities Act or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 144A”) 902 under the Securities Act in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued in the form of a Global Note substantially one or more permanent global securities in fully registered form (collectively, the form of Exhibit A attached hereto (each, a “Rule 144A Global Note”) and Notes initially resold pursuant to Regulation S shall be issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with such legends as may be the Global Notes Legend and the applicable theretoRestricted Notes Legend set forth in Section 2.11(e) hereof, which shall be deposited on behalf of the subscribers for purchasers of the Notes represented thereby with a custodian for DTC, the Notes Custodian and registered in the name of DTC the Depository or a nominee of DTCthe Depository, duly executed by the Issuer Company and authenticated by the Indenture Trustee as provided in Section 2.6 this Indenture. (ii) Beneficial interests in Regulation S Global Notes may be exchanged for credit interests in Rule 144A Global Notes of the same series if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Regulation S Global Note first delivers to the accounts Trustee a written certificate (in the form of the subscribers at DTC. Form of Exchange Certificate attached to the applicable Annex hereto) to the effect that the beneficial interest in the Regulation S Global Note, is being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. (iii) Beneficial interests in Rule 144A Global Notes may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note only if the transferor first delivers to the Trustee a written certificate (in the form of Exhibit A) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S (if applicable). (iv) The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as “Global Notes.” The aggregate initial principal amount of a Rule 144A the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC Trustee and the Depository or its nominee, as the case may be, nominee as hereinafter provided. Prior . (c) This Section 2.10(c) shall apply only to any sale a Global Note deposited with or any transfer on behalf of a Note for a Rule 144A Global Note, such purchaser or Note Owner shall be deemed to have represented and agreed as follows:the Depository. (i) It is a qualified institutional buyer The Company shall execute and the Trustee shall, in accordance with this Section 2.10(c), authenticate and deliver initially one or more Global Notes that (A) shall be registered in the name of the Depository for such Global Note or the nominee of such Depository and (B) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as defined in Rule 144A and is acquiring the Notes for its own institutional account or custodian for the account of a qualified institutional buyer;Depository. (ii) It understands that Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (d) Except as provided in Section 2.11 or 2.12, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (e) The terms and provisions contained in the Notes purchased by it will be offeredshall constitute, and may are expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and agree to be transferred, only in a transaction not involving bound thereby. If there is any public offering within conflict between the meaning terms of the Securities Act Notes and thatthis Supplemental Indenture, if in the future it decides to resell, pledge or otherwise transfer any Notes, such terms of this Supplemental Indenture shall govern. (f) The Notes may be resold, pledged or transferred only in accordance with presented for registration of transfer and exchange at the transfer restrictions set forth in Section 2.8; (iii) It understands that the Notes will bear a legend substantially as set forth in Section 2.9; and (iv) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any initial purchaser of such Notes, to support the truth and accuracy offices of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the NotesSecurity Registrar.

Form of Notes; Book Entry Provisions. (a) Each Class of Notes may be sold to qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”) and shall be issued in the form of a Global Note substantially in the form of Exhibit A attached hereto (each, a “Rule 144A Global Note”) with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated by the Indenture Trustee as provided in Section 2.6 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided. Prior to any sale or any transfer of a Note for a Rule 144A Global Note, such purchaser or Note Owner shall be deemed to have represented and agreed as follows: (i) It is a qualified institutional buyer as defined in Rule 144A and is acquiring the Notes for its own institutional account or for the account of a qualified institutional buyer; (ii) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in Section 2.8; (iii) It understands that the Notes will bear a legend substantially as set forth in Section 2.9; and (iv) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any the initial purchaser of such Notes, to support the truth and accuracy of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes.

Form of Notes; Book Entry Provisions. (a) Each Class The Notes shall be substantially in the form of Annex 1 attached hereto (other than, with respect to (x) any Additional Notes, changes related to issue date, issue price and, under some circumstances, the first Interest Payment Date of such Additional Notes and (y) any Exchange Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes customary for notes registered pursuant to the Securities Act). The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each Note shall be dated the date of its authentication. (i) The Initial Notes shall be offered and sold by the Company pursuant to qualified institutional buyers within the meaning of, and Purchase Agreement. The Notes shall be resold initially only (A) to persons reasonably believed to be QIBs in reliance on, on Rule 144A under the Securities Act or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 144A”) 902 under the Securities Act in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, purchasers in reliance on Regulation S, and otherwise, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially issued in the form of a Global Note substantially one or more permanent global securities in fully registered form (collectively, the form of Exhibit A attached hereto (each, a “Rule 144A Global Note”) and Notes initially resold pursuant to Regulation S shall be initially issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with such legends as may be the Global Notes Legend and the applicable thereto, which Restricted Notes Legend set forth in Section 2.12(e) hereof. Such global securities shall be deposited on behalf of the subscribers for purchasers of the Notes represented thereby with a custodian for DTC, the Notes Custodian and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer Company and authenticated by the Indenture Trustee as provided in Section 2.6 for credit this Indenture. (ii) The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to the accounts of the subscribers at DTCherein as “Global Notes”. The aggregate initial principal amount of a Rule 144A the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, Trustee and DTC or its nominee, as the case may be, nominee as hereinafter provided. Prior . (c) This Section 2.11(c) shall apply only to any sale a Global Note deposited with or any transfer on behalf of a Note for a Rule 144A Global Note, such purchaser or Note Owner shall be deemed to have represented and agreed as follows:DTC. (i) It is a qualified institutional buyer The Company shall execute and the Trustee shall, in accordance with this Section 2.11(c), authenticate and deliver initially one or more Global Notes that (A) shall be registered in the name of DTC and (B) shall be delivered by the Trustee to DTC or pursuant to DTC’s instructions or held by the Trustee as defined in Rule 144A and is acquiring the Notes Custodian for its own institutional account or for the account of a qualified institutional buyer;DTC. (ii) It understands that Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC (or by the Trustee as the Notes purchased by it will be offeredCustodian for DTC) or under such Global Note, and may be transferredthe Company, only in a transaction not involving the Trustee and any public offering within the meaning agent of the Securities Act Company or the Trustee shall be entitled to treat DTC as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and thatits Agent Members, if the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (d) Except as provided in Section 2.12 or 2.13, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (e) The terms and provisions contained in the future it decides Notes shall constitute, and are expressly made, a part of this Supplemental Indenture and, to resellthe extent applicable, pledge or otherwise transfer the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and agree to be bound thereby. If there is any Notesconflict between the terms of the Notes and this Supplemental Indenture, such the terms of this Supplemental Indenture shall govern. (f) The Notes may be resold, pledged or transferred only in accordance with presented for registration of transfer and exchange at the transfer restrictions set forth in Section 2.8; (iii) It understands that the Notes will bear a legend substantially as set forth in Section 2.9; and (iv) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any initial purchaser of such Notes, to support the truth and accuracy offices of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the NotesSecurity Registrar.

Form of Notes; Book Entry Provisions. (a) Each Class series of the Notes shall be substantially in the form of the corresponding Annex attached hereto (other than, with respect to (x) any Additional Notes of any series of the Notes, changes related to issue date, issue price and, under some circumstances, the first Interest Payment Date of such Additional Notes and (y) any Exchange Notes of any series of the Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes customary for notes registered pursuant to the Securities Act). The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each Note shall be sold dated the date of its authentication. (i) The Initial Notes shall be resold initially only (A) to qualified institutional buyers within the meaning of, and Persons reasonably believed to be QIBs in reliance on, on Rule 144A under the Securities Act or (B) outside the United States, to Persons other than “U.S. persons” as defined in Rule 144A”) 902 under the Securities Act in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, purchasers in reliance on Regulation S, and otherwise, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially issued in the form of a Global Note substantially one or more permanent global securities in fully registered form (collectively, the form of Exhibit A attached hereto (each, a “Rule 144A Global Note”), and Notes initially resold pursuant to Regulation S shall be initially issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with the Global Notes Legend and the applicable Restricted Notes Legend set forth in Section 2.11(e) with such legends as may be applicable thereto, which hereof. Such global securities shall be deposited on behalf of the subscribers for purchasers of the Notes represented thereby with a custodian for DTC, the Notes Custodian and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer Company and authenticated by the Indenture Trustee as provided in Section 2.6 for credit this Indenture. (ii) The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to the accounts of the subscribers at DTCherein as “Global Notes”. The aggregate initial principal amount of a Rule 144A the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, Trustee and DTC or its nominee, as the case may be, nominee as hereinafter provided. Prior . (c) This Section 2.10(c) shall apply only to any sale a Global Note deposited with or any transfer on behalf of a Note for a Rule 144A Global Note, such purchaser or Note Owner shall be deemed to have represented and agreed as follows:DTC. (i) It is a qualified institutional buyer The Company shall execute and the Trustee shall, in accordance with this Section 2.10(c), authenticate and deliver initially one or more Global Notes that (A) shall be registered in the name of DTC and (B) shall be delivered by the Trustee to DTC or pursuant to DTC’s instructions or held by the Trustee as defined in Rule 144A and is acquiring the Notes Custodian for its own institutional account or for the account of a qualified institutional buyer;DTC. (ii) It understands that Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC (or by the Trustee as the Notes purchased by it will be offeredCustodian for DTC) or under such Global Note, and may be transferredthe Company, only in a transaction not involving the Trustee and any public offering within the meaning agent of the Securities Act Company or the Trustee shall be entitled to treat DTC as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and thatits Agent Members, if the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (d) Except as provided in Section 2.11 or 2.12, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (e) The terms and provisions contained in the future it decides Notes shall constitute, and are expressly made, a part of this Supplemental Indenture, and to resellthe extent applicable, pledge or otherwise transfer the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and agree to be bound thereby. If there is any Notesconflict between the terms of the Notes and this Supplemental Indenture, such the terms of this Supplemental Indenture shall govern. (f) The Notes may be resold, pledged or transferred only in accordance with presented for registration of transfer and exchange at the transfer restrictions set forth in Section 2.8; (iii) It understands that the Notes will bear a legend substantially as set forth in Section 2.9; and (iv) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any initial purchaser of such Notes, to support the truth and accuracy offices of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the NotesSecurity Registrar.

Form of Notes; Book Entry Provisions. (a) Each Class series of the Notes shall be substantially in the form of the corresponding Annex attached hereto (other than, with respect to (x) any Additional Notes of any series of the Notes, changes related to issue date, issue price and, under some circumstances, the first Interest Payment Date or Floating Rate Interest Payment Date, as applicable, of such Additional Notes and (y) any Exchange Notes of any series of the Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes customary for notes registered pursuant to the Securities Act). The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each Note shall be dated the date of its authentication. (i) The Initial Notes shall be offered and sold by the Company pursuant to qualified institutional buyers within the meaning of, and Purchase Agreement. The Notes shall be resold initially only (A) to persons reasonably believed to be QIBs in reliance on, on Rule 144A under the Securities Act or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 144A”) 902 under the Securities Act in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, purchasers in reliance on Regulation S, and otherwise, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially issued in the form of a Global Note substantially one or more permanent global securities in fully registered form (collectively, the form of Exhibit A attached hereto (each, a “Rule 144A Global Note”) and Notes initially resold pursuant to Regulation S shall be initially issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with such legends as may be the Global Notes Legend and the applicable thereto, which Restricted Notes Legend set forth in Section 2.12(e) hereof. Such global securities shall be deposited on behalf of the subscribers for purchasers of the Notes represented thereby with a custodian for DTC, the Notes Custodian and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer Company and authenticated by the Indenture Trustee as provided in Section 2.6 for credit this Indenture. (ii) The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to the accounts of the subscribers at DTCherein as “Global Notes”. The aggregate initial principal amount of a Rule 144A the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, Trustee and DTC or its nominee, as the case may be, nominee as hereinafter provided. Prior . (c) This Section 2.11(c) shall apply only to any sale a Global Note deposited with or any transfer on behalf of a Note for a Rule 144A Global Note, such purchaser or Note Owner shall be deemed to have represented and agreed as follows:DTC. (i) It is a qualified institutional buyer The Company shall execute and the Trustee shall, in accordance with this Section 2.11(c), authenticate and deliver initially one or more Global Notes that (A) shall be registered in the name of DTC and (B) shall be delivered by the Trustee to DTC or pursuant to DTC’s instructions or held by the Trustee as defined in Rule 144A and is acquiring the Notes Custodian for its own institutional account or for the account of a qualified institutional buyer;DTC. (ii) It understands that Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC (or by the Trustee as the Notes purchased by it will be offeredCustodian for DTC) or under such Global Note, and may be transferredthe Company, only in a transaction not involving the Trustee and any public offering within the meaning agent of the Securities Act Company or the Trustee shall be entitled to treat DTC as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and thatits Agent Members, if the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (d) Except as provided in Section 2.12 or 2.13, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (e) The terms and provisions contained in the future it decides Notes shall constitute, and are expressly made, a part of this Supplemental Indenture and, to resellthe extent applicable, pledge or otherwise transfer the Company, the Guarantor and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and agree to be bound thereby. If there is any Notesconflict between the terms of the Notes and this Supplemental Indenture, such the terms of this Supplemental Indenture shall govern. (f) The Notes may be resold, pledged or transferred only in accordance with presented for registration of transfer and exchange at the transfer restrictions set forth in Section 2.8; (iii) It understands that the Notes will bear a legend substantially as set forth in Section 2.9; and (iv) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any initial purchaser of such Notes, to support the truth and accuracy offices of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the NotesSecurity Registrar.

Form of Notes; Book Entry Provisions. (a) Each Class series of the Notes shall be substantially in the form of the corresponding Annex attached hereto (other than, with respect to (x) any Additional Notes of any series of the Notes, changes related to issue date, issue price and, under some circumstances, the first Interest Payment Date of such Additional Notes and (y) any Exchange Notes of any series of the Notes, changes related to legends, transfer restrictions, ISIN and Common Code numbers and other changes customary for notes registered pursuant to the Securities Act). The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each Note shall be sold dated the date of its authentication. (i) The Initial Notes shall be resold initially only (A) to qualified institutional buyers within the meaning of, and Persons reasonably believed to be QIBs in reliance on, on Rule 144A under the Securities Act or (B) outside the United States, to Persons other than “U.S. persons” as defined in Rule 144A”) 902 under the Securities Act in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, purchasers in reliance on Regulation S, and otherwise, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially issued in the form of a Global Note substantially one or more permanent global securities in fully registered form (collectively, the form of Exhibit A attached hereto (each, a “Rule 144A Global Note”), and Notes initially resold pursuant to Regulation S shall be initially issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with the Global Notes Legend and the applicable Restricted Notes Legend set forth in Section 2.11(e) with such legends as may be applicable thereto, which hereof. Such global securities shall be deposited on behalf of the subscribers for purchasers of the Notes represented thereby with a custodian for DTCwith, and registered in the name of, the Common Depositary for the accounts of DTC Euroclear or a nominee of DTCClearstream, duly executed by the Issuer Company and authenticated by the Indenture Trustee as provided in Section 2.6 for credit this Indenture. (ii) The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to the accounts of the subscribers at DTC. herein as “Global Notes.” The aggregate initial principal amount of a Rule 144A the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC Trustee and the Common Depositary or its nominee, as the case may be, nominee as hereinafter provided. Prior . (c) This Section 2.10(c) shall apply only to any sale a Global Note deposited with or any transfer on behalf of a Note for a Rule 144A Global Note, such purchaser or Note Owner shall be deemed to have represented and agreed as follows:the Common Depositary. (i) It is a qualified institutional buyer as defined The Company shall execute and the Trustee shall, in Rule 144A accordance with this Section 2.10(c), authenticate and is acquiring deliver initially one or more Global Notes that (A) shall be registered in the Notes for name of the Common Depositary or its own institutional account nominee and (B) shall be delivered by the Trustee to the Common Depositary or for pursuant to the account instructions of a qualified institutional buyer;the Common Depositary. (ii) It understands that Members of, or participants in, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depositary or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat Euroclear and Clearstream as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by Euroclear or Clearstream or impair, as between Euroclear or Clearstream and their respective Agent Members, the operation of customary practices thereof governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (d) Except as provided in Section 2.11 or 2.12, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (e) The terms and provisions contained in the Notes purchased by it will be offeredshall constitute, and may are expressly made, a part of this Supplemental Indenture, and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and agree to be transferred, only in a transaction not involving bound thereby. If there is any public offering within conflict between the meaning terms of the Securities Act Notes and thatthis Supplemental Indenture, if in the future it decides to resell, pledge or otherwise transfer any Notes, such terms of this Supplemental Indenture shall govern. (f) The Notes may be resoldpresented for registration of transfer and exchange at the offices of Deutsche Bank Trust Company Americas, pledged or transferred only in accordance with the transfer restrictions set forth in Section 2.8; (iii) It understands that the Notes will bear a legend substantially as set forth in Section 2.9; and (iv) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In additionc/o Deutsche Bank AG, such purchaser shall be responsible for providing additional information or certificationLondon Branch, as shall be reasonably requested by the Issuer or any initial purchaser of such NotesWinchester House, to support the truth and accuracy of the foregoing acknowledgments0 Xxxxx Xxxxxxxxxx Xxxxxx, representations and agreementsXxxxxx, it being understood that such additional information is not intended to create additional restrictions on the transfer of the NotesXX0X 0XX.

Form of Notes; Book Entry Provisions. (a) Each Class The Notes shall be substantially in the form of Annex 1 attached hereto (other than, with respect to (x) any Additional Notes, changes related to issue date, issue price and, under some circumstances, the first Interest Payment Date of such Additional Notes and (y) any Exchange Notes, changes related to legends, transfer restrictions, ISIN and Common Code numbers and other changes customary for notes registered pursuant to the Securities Act). The Notes may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each Note shall be sold dated the date of its authentication. (i) The Initial Notes shall be resold initially only (A) to qualified institutional buyers within the meaning of, and Persons reasonably believed to be QIBs in reliance on, on Rule 144A under the Securities Act or (B) outside the United States, to Persons other than “U.S. persons” as defined in Rule 144A”) 902 under the Securities Act in compliance with Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, purchasers in reliance on Regulation S, and otherwise, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially issued in the form of a Global Note substantially one or more permanent global securities in fully registered form (collectively, the form of Exhibit A attached hereto (each, a “Rule 144A Global Note”), and Notes initially resold pursuant to Regulation S shall be initially issued in the form of one or more global securities in fully registered form (collectively, the “Regulation S Temporary Global Note”), in each case without interest coupons and with the Global Notes Legend and the applicable Restricted Notes Legend set forth in Section 2.11(e) with such legends as may be applicable thereto, which hereof. Such global securities shall be deposited on behalf of the subscribers for purchasers of the Notes represented thereby with a custodian for DTCwith, and registered in the name of, the Common Depositary for the accounts of DTC Euroclear or a nominee of DTCClearstream, duly executed by the Issuer Company and authenticated by the Indenture Trustee as provided in Section 2.6 this Indenture. (ii) Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for credit beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Note, the “Regulation S Global Notes”) pursuant to the accounts Applicable Procedures. Simultaneously with the authentication of the subscribers at DTCRegulation S Permanent Global Note, the Trustee shall arrange for the cancellation of the Regulation S Temporary Global Note. The aggregate initial principal amount of a Rule 144A 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 custodian for DTC, DTC Trustee and the Common Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Prior The Applicable Procedures shall apply to transfers of beneficial interests in any sale Regulation S Global Note that are held by participants through Euroclear or any transfer of a Note for a Clearstream. (iii) The Rule 144A Global Note, such purchaser Notes and the Regulation S Global Notes are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Common Depositary or its nominee as hereinafter provided. (c) This Section 2.10(c) shall apply only to a Global Note Owner shall be deemed to have represented and agreed as follows:deposited with or on behalf of the Common Depositary. (i) It is a qualified institutional buyer as defined The Company shall execute and the Trustee shall, in Rule 144A accordance with this Section 2.10(c), authenticate and is acquiring deliver initially one or more Global Notes that (A) shall be registered in the Notes for name of the Common Depositary or its own institutional account nominee and (B) shall be delivered by the Trustee to the Common Depositary or for pursuant to the account instructions of a qualified institutional buyer;the Common Depositary. (ii) It understands that Members of, or participants in, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depositary or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat Euroclear and Clearstream as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by Euroclear or Clearstream or impair, as between Euroclear or Clearstream and their respective Agent Members, the operation of customary practices thereof governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (d) Except as provided in Section 2.11 or 2.12, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (e) The terms and provisions contained in the Notes purchased by it will be offeredshall constitute, and may are expressly made, a part of this Supplemental Indenture, and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and agree to be transferred, only in a transaction not involving bound thereby. If there is any public offering within conflict between the meaning terms of the Securities Act Notes and thatthis Supplemental Indenture, if in the future it decides to resell, pledge or otherwise transfer any Notes, such terms of this Supplemental Indenture shall govern. (f) The Notes may be resoldpresented for registration of transfer and exchange at the offices of Deutsche Bank Trust Company Americas, pledged or transferred only in accordance with the transfer restrictions set forth in Section 2.8; (iii) It understands that the Notes will bear a legend substantially as set forth in Section 2.9; and (iv) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In additionc/o Deutsche Bank AG, such purchaser shall be responsible for providing additional information or certificationLondon Branch, as shall be reasonably requested by the Issuer or any initial purchaser of such NotesDebt & Agency Services, to support the truth and accuracy of the foregoing acknowledgments00 Xxxxxxxxxx, representations and agreementsXxxxxx, it being understood that such additional information is not intended to create additional restrictions on the transfer of the NotesXX0X 0XX.

Form of Notes; Book Entry Provisions. (a) Each Class series of the Notes may be sold to qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”) and shall will be issued in the form of a one or more permanent global notes (the “Global Note substantially in the form of Exhibit A attached hereto (each, a “Rule 144A Global NoteNotes”) with such legends as may be applicable theretoin definitive, which shall fully registered, book-entry form without coupons. The Global Notes will be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, common depositary (and registered in the name of DTC the common depositary or its nominee) for, and in respect of interests held through, Clearstream and Euroclear. The Company will execute and the Trustee will authenticate and deliver initially one or more Global Notes registered in the name of a nominee of, and deposited with the Notes Custodian, as the common depositary for Euroclear and Clearstream. (b) Each series of DTCthe Notes will be substantially in the form of the corresponding Annex attached hereto (other than, duly executed with respect to any Additional Notes of any series of the Notes, changes related to issue date, issue price and, under some circumstances, the first Interest Payment Date thereof or the date from which interest first accrues thereon). The Notes and Guarantees may have notations, legends or endorsements required by law, rule or usage to which the Company is subject. Each Note will be dated the date of its authentication. The Initial Notes will be offered and sold by the Issuer and authenticated by the Indenture Trustee as provided in Section 2.6 for credit Company pursuant to the accounts of the subscribers at DTCUnderwriting Agreement. The aggregate initial principal amount of a Rule 144A the Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC Trustee and Euroclear and/or Clearstream or its their nominee, as the case may be, as hereinafter provided. Prior to any sale or any transfer of a Note for a Rule 144A Global Note, such purchaser or Note Owner shall be deemed to have represented and agreed as follows:. (ic) It is a qualified institutional buyer Except as defined provided in Rule 144A and is acquiring the Section 2.11, owners of beneficial interests in Global Notes for its own institutional account or for the account will not be entitled to receive physical delivery of a qualified institutional buyer;Definitive Notes. (iid) It understands that the Notes purchased by it will be offered, The terms and may be transferred, only provisions contained in a transaction not involving any public offering within the meaning of the Securities Act and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in Section 2.8; (iii) It understands that the Notes will bear constitute, and are expressly made, a legend substantially as set forth in Section 2.9; part of this Supplemental Indenture and (iv) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any initial purchaser of such Notes, to support the truth extent applicable, the Company, the Guarantor and accuracy the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and agree to be bound thereby. If there is any conflict between the terms of the foregoing acknowledgmentsNotes and this Supplemental Indenture, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer terms of the Notesthis Supplemental Indenture will govern.

Form of Notes; Book Entry Provisions. (a1) Each Class of Notes may be sold to qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”) and shall be issued in the form of a Global Note substantially in the form of Exhibit A attached hereto (each, a “Rule 144A Global Note”) with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated by the Indenture Trustee as provided in Section 2.6 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided. Prior to any sale or any transfer of a Note for a Rule 144A Global Note, such purchaser or Note Owner shall be deemed to have represented and agreed as follows: (ia) It is a qualified institutional buyer as defined in Rule 144A and is acquiring the Notes for its own institutional account or for the account of a qualified institutional buyer; (iib) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only in accordance with the transfer restrictions set forth in Section 2.8; (iiic) It understands that the Notes will bear a legend substantially as set forth in Section 2.9; and (ivd) It understands that it will be deemed to make the representations and warranties set forth in Section 2.8(g). In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any initial purchaser of such Notes, to support the truth and accuracy of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes.