Common use of Form of Securities Clause in Contracts

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a "Global Security") in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities and the Trustee's ’s certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as respective forms set forth in Exhibit A, the terms and provisions of which is shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to 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 thereby. However, to the extent that any provision of any Security conflicts with the express provisions of this Indenture, the provisions of this Indenture will govern and control. Any Global Security 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 may be required by the 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 Securities may be listed or 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 Securities are subject. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and or endorsements as the officers Officer executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usageusage or to indicate any special limitations or restrictions to which any particular Securities are subject. The Each Global Security shall represent such principal amount of the outstanding Securities will as shall be offered and sold only to QIBs in reliance on Rule 144A specified therein and shall be issued initially only in provide that it shall represent the form of one or more permanent Global Securities (each, a "Global Security") in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the Global aggregate principal amount of outstanding Securities 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 Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by adjustments made on the records Trustee or the Custodian, at the direction of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the such manner and upon instructions given by the Holder thereofof such Securities in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Price, as hereinafter provided. Securities issued in exchange for interests in the if applicable) of, and accrued and unpaid interest on, a Global Securities pursuant to Section 2.8(d) hereof Security shall be issued in made to the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution Holder of such SecuritiesSecurity on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legends as provided in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company 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. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legends as provided in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legends as provided in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legends as provided in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, the Subsidiary Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officer executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with such applicable legends as are provided for in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its Corporate Trust Office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, the Subsidiary Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officer executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legends as provided in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its Corporate Trust Office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legends as provided in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities and the Trustee's ’s certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a "“Global Security"”) in fully registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "“Physical Securities"”) in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be are being offered and sold only by the Company pursuant to a purchase agreement. Securities offered and sold to QIBs in reliance on accordance with Rule 144A and 144A, as provided in such purchase agreement, shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as provided in Section 2.3 (each a “Global Security” and collectively the “Global Securities”). The Each Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. . (c) Definitive Securities issued in exchange may be exchanged for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities2.9.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. (b) The Securities are being offered and sold by the Company pursuant to an underwriting agreement. The Securities will be offered and sold only to QIBs sold, as provided in reliance on Rule 144A and such underwriting agreement, shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto (each a “Global Security” and collectively the “Global Securities”). The Each Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. . (c) Definitive Securities issued in exchange may be exchanged for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities2.9.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legend as is provided for in Section 205 of the Original Indenture. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby 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 to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legend as provided in Section 205 of the Original Indenture. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of DTC and retained by the Depositary (or Trustee, as Securities Custodian, at its nominee) Corporate Trust Office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee)Securities Custodian, in accordance with the instructions given by the Holder thereofand of DTC, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities and the Trustee's ’s certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and outside the United States in accordance with Regulation S and shall be issued initially only in the form of one or more permanent Global Securities (each, a "“Global Security"”) in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "“Physical Securities"”) in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby; provided, that to the extent that any provision of the Securities conflicts with the express provisions of this Indenture, this Indenture shall govern and be controlling. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legends as provided in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities and the Trustee's ’s certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a "“Global Security"”) in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "“Physical Securities"”) in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as Notes may be required to comply with any law issued in whole or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only part in the form of one or more permanent Global Securities (each, a "Global Security") in fully registered form without interest couponsform. No Notes will be issued in bearer form. The initial Depositary for the Global Securities of each series shall be: (1) duly executed be DTC, and the depositary arrangements shall be those employed by whoever shall be the Company and Depositary with respect to the Notes from time to time. Each Global Security authenticated by the Trustee as hereinafter provided; (2) under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture or the Securities, no Global Security may be exchanged, in whole or in part for certificated Notes, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person, other than the Depositary or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act, or (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (D) the Company in its nomineesole discretion determines that the Global Securities (in whole not in part) should be exchanged for credit certificated Notes and delivers a written notice to such effect to the respective accounts Trustee. Any Global Security exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (C) above may be exchanged in whole or from time to time in part in the manner directed by the Depositary. In the event of the Holders at occurrence of any of the Depositary; and (3) deposited with events specified in this paragraph, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary. The Depositary or its nominee with respect to such Global Securities Security, the principal thereof shall be substantially in reduced, by an amount equal to the form portion thereof to be so exchanged, by means of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments any appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. The provisions of the "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream Banking, respectively, shall be applicable to any Global Security insofar as interests in such Global Security are held by the agent members of Euroclear or Clearstream Banking. Account holders or participants in Euroclear and Clearstream Banking shall have no rights under the Indenture with respect to such Global Security, and the Depositary or its nominee may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security 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 Depositary or impair, as custodian for between DTC and its agent members, the Depositary (or its nominee), in accordance with operation of customary practices governing the instructions given by exercise of the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form rights of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules a holder of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such SecuritiesSecurity.

Form of Securities. The Securities and the Trustee's ’s certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a "“Global Security"”) in registered form without interest coupons. The Global Securities shall be: (1a) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2b) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3c) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "“Physical Securities"”) in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers Officer executing such Securities, as evidenced by their his/her execution of such Securities.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as Notes may be required to comply with any law issued in whole or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only part in the form of one or more permanent Global Securities (each, a "Global Security") in fully registered form without interest couponsform. No Notes will be issued in bearer form. The initial Depositary for the Global Securities of each series shall be: (1) duly executed be DTC, and the depositary arrangements shall be those employed by whoever shall be the Company and Depositary with respect to the Notes from time to time. Each Global Security authenticated by the Trustee as hereinafter provided; (2) under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefore, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture or the Securities, no Global Security may be exchanged, in whole or in part for certificated Notes, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person, other than the Depositary or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act, or (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (D) the Company in its nomineesole discretion determines that the Global Securities (in whole not in part) should be exchanged for credit certificated Notes and delivers a written notice to such effect to the respective accounts Trustee; provided, however, that interests in the Regulation S Security will not be exchangeable for certificated Notes until expiration of the Holders at Restricted Period and receipt of certification of non-U.S. beneficial ownership. Any Global Security exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (C) above may be exchanged in whole or from time to time in part in the manner directed by the Depositary; and . In the event of the occurrence of any of the events specified in this paragraph, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. If the Company issues the Notes in certificated registered form, so long as the notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF, the Company will maintain a paying agent and a transfer agent in Luxembourg. The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg (3) deposited with which is expected to be d’Wort). The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg if any change is made in the Paying Agent or the Transfer Agent in Luxembourg. Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged and shall be registered in such names and be in such denominations as the Depositary shall designate. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary. The Depositary or its nominee with respect to such Global Securities Security, the principal thereof shall be substantially in reduced, by an amount equal to the form portion thereof to be so exchanged, by means of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments any appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. The provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Clearstream Banking, respectively, shall be applicable to any Global Security insofar as interests in such Global Security are held by the agent members of Euroclear or Clearstream Banking. Account holders or participants in Euroclear and Clearstream Banking shall have no rights under the Indenture with respect to such Global Security, and the Depositary or its nominee may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security 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 Depositary or impair, as custodian for between DTC and its agent members, the Depositary (or its nominee), in accordance with operation of customary practices governing the instructions given by exercise of the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form rights of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules a holder of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such SecuritiesSecurity.

Form of Securities. The Securities and the Trustee's ’s certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officer executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a "“Global Security"”) in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the TrusteeTrustee as required by Section 2.09, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d2.08(d) hereof shall be issued in the form of permanent definitive Securities (the "“Physical Securities"”) in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers Officer executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities each series shall be in substantially the forms as shall be established in the form annexed hereto or pursuant to one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as Exhibit A, which is incorporated in and made a part of are required or permitted by this Indenture. The terms and provisions contained in the form of Security shall constituteIndenture or any indenture supplemental hereto, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification or designation and such notations, legends and or endorsements placed thereon as the officers executing the same Operating Partnership may approve (execution thereof to be conclusive evidence of such approval) deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or automated quotation system on which the Securities may be listed or designated for issuancelisted, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a "Global Security") in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities"and Guarantees) in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the Officers officer executing such SecuritiesSecurities (and Guarantees), as evidenced by their his or her execution of such Securities.. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [full name of Trustee], as Trustee By: -------------------------------- Authorized [Officer][Signatory] SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. The Securities shall be initially issuable only in permanent global form (without coupons) in one or more global Securities. Beneficial owners of interests in the permanent global Securities may exchange such interests for Securities of like tenor or any authorized form and denomination only in the manner provided in Section 305. DTC shall be the depositary with respect to the permanent global Securities. Notwithstanding the provisions of Section 302, any such global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by or at the direction of the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 or in the Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A --------- hereto, with such applicable legends as are provided for in Section 2.3. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be are being offered and sold only by the Company pursuant to the Purchase Agreement. Securities offered and sold (A) to QIBs in reliance on accordance with Rule 144A and (B) in reliance on Regulation S, each as provided in the Purchase Agreement, shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as --------- provided in Section 2.3 (each a "Global Security" and collectively the "Global Securities"). The Each Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (or its nominee) nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited Securities evidenced thereby ( or in the case of Securities held for purchasers who acquired such Securities in accordance with Regulation S, registered with the TrusteeDepositary for credit to the accounts of the Agent Members then holding such Securities on behalf of Euroclear or Clearstream, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 theretocase may be). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Custodian, and of the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. . (c) Securities that are issued in exchange for interests in to Institutional Accredited Investors that are not QIBs or to Non-Institutional Accredited Investors (each individually an "Accredited Investor" and collectively the Global Securities pursuant to Section 2.8(d"Accredited Investors") hereof shall not be issued in the form of permanent definitive Global Securities. Such Securities shall only be issued in definitive, fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the --------- applicable legends as provided in Section 2.3 (individually, a "Physical Security" and collectively, the "Physical Securities") and only to an Accredited Investor that has executed and delivered to the Registrar a letter substantially in registered the form without interest couponsof Exhibit B hereto (each an "Investment Representation Letter"). The --------- Physical Securities acquired by QIBs in accordance with Rule 144A or in reliance on Regulation S may be exchanged for interests in Global Securities pursuant to Section 2.9(b). Physical Securities shall be substantially duly executed by the Company and authenticated and delivered by the Trustee and shall be registered in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination name of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing Institutional Accredited Investor purchasing such Securities, as evidenced by their execution of such SecuritiesSecurity.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as set forth in Exhibit A, which is incorporated in and made a part of this Indenture. A. The terms and provisions contained in the form of Security attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and and, 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and legends, endorsements or changes as the officers executing the same may 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 by the Custodian, the Depositary or by The Nasdaq Stock Market, Inc. in order for the Securities to be tradable in the PORTAL Market or as may be required for the Securities to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuancelisted, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Securities are subject. The So long as the Securities are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 1.1(1), all of the Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of represented by one or more permanent Global Securities (each, a "Global Security") in registered global form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts nominee of the Holders at Depositary (a "Global Security"). The transfer and exchange of beneficial interests in any such Global Security shall be effected through the Depositary; and (3) deposited Depositary in accordance with this Indenture and the Trustee, as custodian for applicable procedures of the Depositary. The Except as provided in Section 1.1(1), beneficial owners of a Global Security shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Security (other than in an enforcement by such owner of a beneficial interest to exchange such beneficial interest for Securities in certificated form). Any Global Security shall represent such of the outstanding Securities as shall be substantially in specified therein and shall provide that it shall represent the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the Global aggregate amount of outstanding Securities represented thereby may from time to time be increased or decreased reduced to reflect redemptions, repurchases, conversions, transfers or exchanges permitted hereby or to reflect the increase in the principal amount of the Securities permitted by adjustments Section 2.01. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made on by the records Trustee or the Custodian, at the direction of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the such manner and upon instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the holder of such Global Securities pursuant to Section 2.8(d) hereof in accordance with this Indenture. Payment of principal of and Interest and premium, if any, on any Global Security shall be issued in made to the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution holder of such SecuritiesSecurity.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as Notes may be required to comply with any law issued in whole or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only part in the form of one or more permanent Global Securities (each, a "Global Security") in fully registered form without interest couponsform. The initial Depositary for such Global Securities shall be: (1) duly executed be DTC, and the depositary arrangements shall be those employed by whoever shall be the Company and Depositary with respect to the Notes from time to time. No Notes will be issued in bearer form. Each Global Security authenticated by the Trustee as hereinafter provided; (2) under this Seventeenth Supplemental Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefore, and each such Global Security shall constitute a single Security for all purposes of the Indenture. Notwithstanding any other provision in the Indenture or the Securities, no Global Security may be exchanged, in whole or in part, for certificated Notes, and no transfer of a Global Security in whole or in part may be registered in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to discharge its nomineeresponsibilities properly as Depositary for such Global Security and a successor Depositary has not been appointed within 90 days, or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act, or (C) there shall have occurred and be continuing an Event of Default with respect to such Notes or (D) the Company in its sole discretion determines that the Global Securities (in whole not in part) should be exchanged for credit certificated Notes and delivers a written notice to such effect to the respective accounts Trustee. Any Global Security exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (C) or (D) above may be exchanged in whole or from time to time in part in the manner directed by the Depositary or the Company, respectively. If any of these events occur, upon receipt of certificated Notes executed by the Company and a Company Order, the Trustee will authenticate the Notes in fully certificated registered form for delivery to holders of beneficial interests in the Global Securities and will recognize the registered holders of the certificated Notes as Holders under the Indenture. Each time that the Company transfers or exchanges a new Note in certificated form for another Note in certificated form, and after the Transfer Agent receives a completed assignment form, the Company will make available for delivery the new definitive Note at, as the case may be, the offices of the Transfer Agent in New York City or at the Depositary; and main office of the Transfer Agent in Luxembourg. Alternatively, at the option of the person requesting the transfer or exchange, the Company will mail, at that person’s risk, the new definitive Note to the address of the person that is specified in the assignment form. In addition, if the Company issues Notes in certificated form, then it will make payments of, interest on and any other amounts payable under the Notes to Holders in whose names Notes in certificated form, are registered at the close of business on the record date for these payments. If the Notes are issued in certificated form, the Company will make payments of principal and any redemption payments against the surrender of these certificated Notes at the offices of the Paying Agent in New York City or, as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, at the main office of the Paying Agent in Luxembourg. If the Company issues the Notes in certificated registered form, so long as the notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, the Company will maintain a paying agent and a transfer agent in Luxembourg. The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg (3) deposited with which is expected to be d’Wort). The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg if any change is made in the Paying Agent or the Transfer Agent in Luxembourg. Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged and shall be registered in such names and be in such denominations as the Depositary shall designate and shall bear any legends required by applicable law. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary. The Depositary or its nominee with respect to such Global Securities Security, the principal thereof shall be substantially in reduced, by an amount equal to the form portion thereof to be so exchanged, by means of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments any appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, as custodian for the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary (or its nominee), in accordance with the instructions given by the Holder an authorized representative thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as set forth in Exhibit A, which is incorporated in and made a part of this Indenture. A. The terms and provisions contained in the form of Security attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and and, 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and legends, endorsements or changes as the officers executing the same may 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 by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Securities to be tradable on The Portal Market or as may be required for the Securities to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuancelisted, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Securities are subject. The So long as the Securities are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of represented by one or more permanent Global Securities (each, a "Global Security") in registered global form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts nominee of the Holders at Depositary (a "GLOBAL SECURITY"). The transfer and exchange of beneficial interests in any such Global Security shall be effected through the Depositary; and (3) deposited Depositary in accordance with this Indenture and the Trustee, as custodian for applicable procedures of the Depositary. The Except as provided in Section 2.05(b), beneficial owners of a Global Security shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Security. Any Global Security shall represent such of the outstanding Securities as shall be substantially in specified therein and shall provide that it shall represent the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the Global aggregate amount of outstanding Securities represented thereby may from time to time be increased or decreased reduced to reflect redemptions, repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by adjustments made on the records Trustee or the Custodian, at the direction of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the such manner and upon instructions given by the Holder thereof, as hereinafter providedholder of such Securities in accordance with this Indenture. Securities issued in exchange for interests in the Payment of principal of and Interest on any Global Securities pursuant to Section 2.8(d) hereof Security shall be issued in made to the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution holder of such SecuritiesSecurity.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a "Global Security") in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed attached hereto (including the text Global Security Legend thereon and schedule called for by footnotes 1 and 2 the "Schedule of Exchanges of Interests in the Global Security" attached thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Definitive Securities shall be substantially in the form set forth in of Exhibit A annexed heretoattached hereto (but without the Global Security Legend thereon and without the "Schedule of Exchanges of Interests in the Global Security" attached thereto). The Each Global Security shall represent such of the outstanding Securities as shall be typedspecified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, printedas appropriate, lithographed to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or engraved decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee or produced the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary ("AGENT MEMBERS") shall have no rights under this Indenture with respect to any combination of these methods Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be produced in any other manner permitted treated by the rules Obligors, the Trustee and any agent of the Obligors or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Obligors, the Trustee or any agent of the Obligors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such SecuritiesSecurity.

Form of Securities. The Securities and the Trustee's Trustee`s certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, the Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and outside the United States in accordance with Regulation S and shall be issued initially only in the form of one or more permanent Global Securities (each, a "Global Security") in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) shall have endorsed thereon the Guarantees executed by the Guarantor; (3) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (34) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the TrusteeTrustee as required by Section 2.09, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d2.08(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed heretohereto and shall be duly executed by the Company, authenticated and delivered by the Trustee and shall have endorsed thereon the Guarantees executed by the Guarantor. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this First Supplemental Indenture, or as may be required to comply with any law or with any rule Rule or regulation made pursuant thereto or with any rule Rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legends as provided in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be are being offered and sold only by the Company pursuant to the Purchase Agreement. Securities offered and sold to QIBs in reliance on accordance with Rule 144A and 144A, as provided in the Purchase Agreement, shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as provided in Section 2.3 (each a "Global Security" and collectively the "Global Securities"). The Each Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. . (c) Definitive Securities issued in exchange may be exchanged for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities2.9.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as Notes may be required to comply with any law issued in whole or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only part in the form of one or more permanent Global Securities (each, a "Global Security") in fully registered form without interest couponsform. The initial Depositary for such Global Securities shall be: (1) duly executed be DTC, and the depositary arrangements shall be those employed by whoever shall be the Company and Depositary with respect to the Notes from time to time. No Notes will be issued in bearer form. Each Global Security authenticated by the Trustee as hereinafter provided; (2) under this Nineteenth Supplemental Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefore, and each such Global Security shall constitute a single Security for all purposes of the Indenture. Notwithstanding any other provision in the Indenture or the Securities, no Global Security may be exchanged, in whole or in part, for certificated Notes, and no transfer of a Global Security in whole or in part may be registered in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to discharge its nomineeresponsibilities properly as Depositary for such Global Security and a successor Depositary has not been appointed within 90 days, or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act, or (C) there shall have occurred and be continuing an Event of Default with respect to such Notes or (D) the Company in its sole discretion determines that the Global Securities (in whole not in part) should be exchanged for credit certificated Notes and delivers a written notice to such effect to the respective accounts Trustee. Any Global Security exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (C) or (D) above may be exchanged in whole or from time to time in part in the manner directed by the Depositary or the Company, respectively. If any of these events occur, upon receipt of certificated Notes executed by the Company and a Company Order, the Trustee will authenticate the Notes in fully certificated registered form for delivery to holders of beneficial interests in the Global Securities and will recognize the registered holders of the certificated Notes as Holders under the Indenture. Each time that the Company transfers or exchanges a new Note in certificated form for another Note in certificated form, and after the Transfer Agent receives a completed assignment form, the Company will make available for delivery the new definitive Note at, as the case may be, the offices of the Transfer Agent in New York City or at the Depositary; and main office of the Transfer Agent in Luxembourg. Alternatively, at the option of the person requesting the transfer or exchange, the Company will mail, at that person’s risk, the new definitive Note to the address of the person that is specified in the assignment form. In addition, if the Company issues Notes in certificated form, then it will make payments of, interest on and any other amounts payable under the Notes to Holders in whose names Notes in certificated form, are registered at the close of business on the record date for these payments. If the Notes are issued in certificated form, the Company will make payments of principal and any redemption payments against the surrender of these certificated Notes at the offices of the Paying Agent in New York City or, as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, at the main office of the Paying Agent in Luxembourg. If the Company issues the Notes in certificated registered form, so long as the notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, the Company will maintain a paying agent and a transfer agent in Luxembourg. The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg (3) deposited with which is expected to be Luxemburger Wort). The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg if any change is made in the Paying Agent or the Transfer Agent in Luxembourg. Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged and shall be registered in such names and be in such denominations as the Depositary shall designate and shall bear any legends required by applicable law. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary. The Depositary or its nominee with respect to such Global Securities Security, the principal thereof shall be substantially in reduced, by an amount equal to the form portion thereof to be so exchanged, by means of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments any appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, as custodian for the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary (or its nominee), in accordance with the instructions given by the Holder an authorized representative thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities each series shall be in substantially the forms as shall be established in the form annexed hereto or pursuant to one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of required or permitted by this Indenture or any indenture supplemental hereto and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification or designation and such notations, legends and or endorsements placed thereon as the officers executing the same Operating Partnership may approve (execution thereof to be conclusive evidence of such approval) deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or automated quotation system on which the Securities may be listed or designated for issuancelisted, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a "Global Security") in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities"and Guarantees) in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the Officers officer executing such SecuritiesSecurities (and Guarantees), as evidenced by their his or her execution of such Securities. SECTION 202. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [full name of Trustee], as Trustee By: Authorized [Officer] [Signatory] SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. The Securities shall be initially issuable only in permanent global form (without coupons) in one or more global Securities. Beneficial owners of interests in the permanent global Securities may exchange such interests for Securities of like tenor or any authorized form and denomination only in the manner provided in Section 305. DTC shall be the depositary with respect to the permanent global Securities. Notwithstanding the provisions of Section 302, any such global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by or at the direction of the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or pursuant to Section 301 or in the Operating Partnership Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or pursuant to Section 301 or in the applicable Operating Partnership Order. If an Operating Partnership Order pursuant to Section 304 or 305 has been or is delivered, any instructions by the Operating Partnership with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Operating Partnership and the Operating Partnership delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Operating Partnership, any agent of the Operating Partnership and the Trustee shall treat the Holder of a global Security as the Holder of such principal amount of Outstanding Securities represented by such global Security.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons, in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve . (execution thereof to be conclusive evidence of such approvalb) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be are being offered and sold only by the Company pursuant to the Purchase Agreement. Securities offered and sold to QIBs in reliance on accordance with Rule 144A and as provided in the Purchase Agreement, shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as provided in Section 2.3 (each a “Global Security” and collectively the “Global Securities”). The Each Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with nominee and retained by the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)Custodian, at its Corporate Trust Office. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Custodian, and of the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. . (c) Physical Securities issued in exchange may be exchanged for interests in the Global Securities pursuant to Section Sections 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities"and 2.9(a) in registered form without interest couponsonly. The Physical Securities shall be substantially duly executed by the Company and authenticated and delivered by the Trustee shall be registered, in the form set forth case of Physical Securities issued pursuant to Section 2.8(d), in Exhibit A annexed hereto. The such names as the Depositary shall identify in writing as the beneficial owners of the Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted represented by the rules Global Security or Global Securities (or any nominee thereof) being exchanged, and, in the case of any securities exchange on which Physical Securities issued pursuant to Section 2.9(a), in the Securities may be listed, all as determined by in the Officers executing name of the Institutional Accredited Investor purchasing such Securities, as evidenced by their execution of such SecuritiesSecurity pursuant to Section 2.9(a).

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officer executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a "Global SecurityGLOBAL SECURITY") in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the TrusteeTrustee as required by Section 2.09, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d2.08(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical SecuritiesPHYSICAL SECURITIES") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers Officer executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered, without coupons, in substantially the Form of Exhibit A hereto, with applicable legends as are provided for in Section 2.3. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve . (execution thereof to be conclusive evidence of such approvalb) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be are being offered and sold only by the Company pursuant to the Purchase Agreement. Securities offered and sold to QIBs in reliance on accordance with Rule 144A and 144A, as provided in the Purchase Agreement, shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as provided in Section 2.3 (each a "GLOBAL SECURITY" and collectively the "GLOBAL SECURITIES"). The Each Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with nominee and retained by the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)Custodian, at its Corporate Trust Office. The aggregate principal amount Principal of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Securities Custodian, and of the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. . (c) Physical Securities issued acquired by QIBs in exchange accordance with Rule 144A may be exchanged for interests in the Global Securities pursuant to Section Sections 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities"and 2.17(b) in registered form without interest couponsonly. The Physical Securities shall be substantially duly executed by the Company and authenticated and delivered by the Trustee shall be registered in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination name of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing Institutional Accredited Investor purchasing such Securities, as evidenced by their execution of such SecuritiesSecurity pursuant to Section 2.17(a).

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3 . The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. (b) The Securities are being offered and sold by the Company pursuant to an underwriting agreement. The Securities will be offered and sold only to QIBs sold, as provided in reliance on Rule 144A and such underwriting agreement, shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons. The , substantially in the form of Exhibit A hereto (each a “ Global Security ” and collectively the “ Global Securities ”). Each Global Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. . (c) Definitive Securities issued in exchange may be exchanged for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities2.9.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as Notes may be required to comply with any law issued in whole or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only part in the form of one or more permanent Global Securities (each, a "Global Security") in fully registered form without interest couponsform. The initial Depositary for such Global Securities shall be: (1) duly executed be DTC, and the depositary arrangements shall be those employed by whoever shall be the Company and Depositary with respect to the Notes from time to time. No Notes will be issued in bearer form. Each Global Security authenticated by the Trustee as hereinafter provided; (2) under this Twentieth Supplemental Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefore, and each such Global Security shall constitute a single Security for all purposes of the Indenture. Notwithstanding any other provision in the Indenture or the Securities, no Global Security may be exchanged, in whole or in part, for certificated Notes, and no transfer of a Global Security in whole or in part may be registered in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to discharge its nomineeresponsibilities properly as Depositary for such Global Security and a successor Depositary has not been appointed within 90 days, or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act, or (C) there shall have occurred and be continuing an Event of Default with respect to such Notes or (D) the Company in its sole discretion determines that the Global Securities (in whole not in part) should be exchanged for credit certificated Notes and delivers a written notice to such effect to the respective accounts Trustee. Any Global Security exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (C) or (D) above may be exchanged in whole or from time to time in part in the manner directed by the Depositary or the Company, respectively. If any of these events occur, upon receipt of certificated Notes executed by the Company and a Company Order, the Trustee will authenticate the Notes in fully certificated registered form for delivery to holders of beneficial interests in the Global Securities and will recognize the registered holders of the certificated Notes as Holders under the Indenture. Each time that the Company transfers or exchanges a new Note in certificated form for another Note in certificated form, and after the Transfer Agent receives a completed assignment form, the Company will make available for delivery the new definitive Note at the Depositary; and offices of the Transfer Agent in New York City. Alternatively, at the option of the person requesting the transfer or exchange, the Company will mail, at that person’s risk, the new definitive Note to the address of the person that is specified in the assignment form. In addition, if the Company issues Notes in certificated form, then it will make payments of, interest on and any other amounts payable under the Notes to Holders in whose names Notes in certificated form, are registered at the close of business on the record date for these payments. If the Notes are issued in certificated form, the Company will make payments of principal and any redemption payments against the surrender of these certificated Notes at the offices of the Paying Agent in New York City or, as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, at the main office of the Paying Agent in Luxembourg. If the Company issues the Notes in certificated registered form, so long as the notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, the Company will maintain a paying agent in Luxembourg. The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg (3) deposited with which is expected to be Luxemburger Wort). The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg if any change is made in the Paying Agent in Luxembourg. Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged and shall be registered in such names and be in such denominations as the Depositary shall designate and shall bear any legends required by applicable law. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary. The Depositary or its nominee with respect to such Global Securities Security, the principal thereof shall be substantially in reduced, by an amount equal to the form portion thereof to be so exchanged, by means of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments any appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, as custodian for the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary (or its nominee), in accordance with the instructions given by the Holder an authorized representative thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities and the Trustee's ’s certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers Officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (each, a "“Global Security"”) in registered form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "“Physical Securities"”) in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A or Exhibit B hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. In the event of any inconsistency between the terms of the Securities and the terms of this Indenture, the terms of this Indenture shall control. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legends as provided in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons, in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve . (execution thereof to be conclusive evidence of such approvalb) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be are being offered and sold only by the Company pursuant to the Purchase Agreement. Securities offered and sold to QIBs in reliance on accordance with Rule 144A and as provided in the Purchase Agreement, shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as provided in Section 2.3 (each a "GLOBAL SECURITY" and collectively the "GLOBAL SECURITIES"). The Each Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with nominee and retained by the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)Custodian, at its Corporate Trust Office. The aggregate principal amount Principal Amount at Maturity of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Custodian, and of the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. . (c) Physical Securities issued acquired by QIBs in exchange accordance with Rule 144A may be exchanged for interests in the Global Securities pursuant to Section Sections 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities"and 2.9(b) in registered form without interest couponsonly. The Physical Securities shall be substantially duly executed by the Company and authenticated and delivered by the Trustee shall be registered in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination name of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing Institutional Accredited Investor purchasing such Securities, as evidenced by their execution of such SecuritiesSecurity pursuant to Section 2.9(a).

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be are being offered and sold only by the Company pursuant to the Purchase Agreement. Securities offered and sold to QIBs in reliance on accordance with Rule 144A and 144A, as provided in the Purchase Agreement, shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as provided in Section 2.3 (each a "Global Security" and collectively the "Global Securities"). The Each Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (or its nominee) nominee and retained by the Trustee, as custodian, at its Corporate Trust Office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for custodian, and of the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. . (c) Physical Securities issued in exchange may be exchanged for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities2.9(a).

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as set forth in Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in their initial distribution in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachcollectively, a the "Global Security") in fully registered form without interest coupons. The , substantially in the form of Security set forth in Exhibit A, with such applicable legends as are provided for in Section 2.5 and Exhibit A. Such Global Securities Security shall be: (1) be registered in the name of the Depositary or its nominee and deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially terms and provisions contained in the form of Security set forth in attached as Exhibit A annexed hereto (including shall constitute, and is hereby expressly made, a part of this Indenture and to the text extent applicable, the Company and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution and delivery of this Indenture, expressly agree to such Securitiesterms and provisions and to be bound thereby.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3 . The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. (b) The Securities are being offered and sold by the Company pursuant to an underwriting agreement. The Securities will be offered and sold only to QIBs sold, as provided in reliance on Rule 144A and such underwriting agreement, shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto (each a “Global Security” and collectively the “Global Securities”). The Each Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Custodian, at its corporate trust office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. . (c) Definitive Securities issued in exchange may be exchanged for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities2.9.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as set forth in Exhibit A, which is incorporated in and made a part of this Indenture. A. The terms and provisions contained in the form of Security attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and and, 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and legends, endorsements or changes as the officers executing the same may 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 by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Securities to be tradable on The Portal Market or as may be required for the Securities to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuancelisted, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Securities are subject. The So long as the Securities are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of represented by one or more permanent Global Securities (each, a "Global Security") in registered global form without interest coupons. The Global Securities shall be: (1) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts nominee of the Holders at Depositary (a "GLOBAL SECURITY"). The transfer and exchange of beneficial interests in any such Global Security shall be effected through the Depositary; and (3) deposited Depositary in accordance with this Indenture and the Trustee, as custodian for applicable procedures of the Depositary. The Except as provided in Section 2.05(b), beneficial owners of a Global Security shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Security. 11 Any Global Security shall represent such of the outstanding Securities as shall be substantially in specified therein and shall provide that it shall represent the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the Global aggregate amount of outstanding Securities represented thereby may from time to time be increased or decreased reduced to reflect redemptions, repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by adjustments made on the records Trustee or the Custodian, at the direction of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the such manner and upon instructions given by the Holder thereof, as hereinafter providedholder of such Securities in accordance with this Indenture. Securities issued in exchange for interests in the Payment of principal of and Interest on any Global Securities pursuant to Section 2.8(d) hereof Security shall be issued in made to the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution holder of such SecuritiesSecurity.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.02, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. . (b) The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global Securities (eachSecurities, a "with the applicable legends as provided in Section 2.03. Each Global Security") in registered form without interest coupons. The Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, and shall be registered in the name of the Depositary (DTC or its nominee) nominee and retained by the Trustee, as Securities Custodian, at its Corporate Trust Office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (Securities Custodian, and of DTC or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially are not issuable in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenturebearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company Company, the Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. (b) The Securities and the Guarantees are being offered and sold by the Company pursuant to the Purchase Agreement. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only in the form of one or more permanent Global global Securities (each, a "Global Security") in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as provided in Section 2.3 (each a "Global Security" and collectively the "Global Securities"). The Each Global Securities Security shall be: (1) be duly executed by the Company and authenticated and delivered by the Trustee as hereinafter provided; (2) Trustee, shall have endorsed thereon the Guarantees executed by the Guarantor and shall be registered in the name of the Depositary (or its nominee) nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office, for credit to the respective accounts of the Holders at Agent Members holding the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto)evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Custodian, and of the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Physical Securities issued acquired by QIBs in exchange accordance with Rule 144A or in reliance on Regulation S may be exchanged for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons2.11(b). The Physical Securities shall be substantially duly executed by the Company and authenticated and delivered by the Trustee shall have endorsed thereon the Guarantees executed by the Guarantor and shall be registered in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination name of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing Institutional Accredited Investor purchasing such Securities, as evidenced by their execution of such SecuritiesSecurity.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as of Exhibit A, A which is hereby incorporated in and expressly made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only (i) in reliance on Regulation S under the Securities Act ("Regulation S") or (ii) to QIBs "qualified institutional buyers" as defined in Rule 144A ("QIBs") in reliance on Rule 144A and under the Securities Act ("Rule 144A"), each as provided in the Purchase Agreement, shall be issued initially only in the form of one or more permanent global securities in definitive, fully registered form without interest coupons with the Global Securities Legend and Restricted Securities Legend set forth in Exhibit A hereto (each, a "Global Security"). Any Global Security shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary for the accounts of participants in the Depositary (and, in the case of Securities sold in accordance with Regulation S, registered with the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") in registered form without interest coupons. The Global Securities shall be: or Clearstream Banking, societe anonyme (1) "Clearstream")), duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3) deposited with the Trustee, as custodian for the Depositary. The Global Securities shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount Principal Amount at Maturity of the a Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Trustee and the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as nominee a hereinafter provided. Securities issued Except as provided in exchange for Section 2.10 and 2.13, owners of beneficial interests in the Global Securities pursuant will not be entitled to Section 2.8(d) hereof shall be issued receive physical delivery of Securities in definitive form. Purchasers of Securities who are not QIBs and did not purchase Securities sold in reliance on Regulation S under the form of permanent definitive Securities Act (referred to herein as the "Physical SecuritiesNon-Global Purchasers") will receive certificated Securities in registered definitive form without interest coupons. The Physical bearing the Restricted Securities shall be substantially in the form Legend set forth in Exhibit A annexed heretohereto ("Definitive Securities"). The Definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced will bear the Restricted Securities Legend set forth on Exhibit A unless removed in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.accordance with Section 2.13(b). <PAGE> 10

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as Notes may be required to comply with any law issued in whole or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only part in the form of one or more permanent Global Securities (each, a "Global Security") in fully registered form without interest couponsform. The initial Depositary for such Global Securities shall be: (1) duly executed be DTC, and the depositary arrangements shall be those employed by whoever shall be the Company and Depositary with respect to the Notes from time to time. No Notes will be issued in bearer form. Each Global Security authenticated by the Trustee as hereinafter provided; (2) under this Eighteenth Supplemental Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefore, and each such Global Security shall constitute a single Security for all purposes of the Indenture. Notwithstanding any other provision in the Indenture or the Securities, no Global Security may be exchanged, in whole or in part, for certificated Notes, and no transfer of a Global Security in whole or in part may be registered in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to discharge its nomineeresponsibilities properly as Depositary for such Global Security and a successor Depositary has not been appointed within 90 days, or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act, or (C) there shall have occurred and be continuing an Event of Default with respect to such Notes or (D) the Company in its sole discretion determines that the Global Securities (in whole not in part) should be exchanged for credit certificated Notes and delivers a written notice to such effect to the respective accounts Trustee. Any Global Security exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (C) or (D) above may be exchanged in whole or from time to time in part in the manner directed by the Depositary or the Company, respectively. If any of these events occur, upon receipt of certificated Notes executed by the Company and a Company Order, the Trustee will authenticate the Notes in fully certificated registered form for delivery to holders of beneficial interests in the Global Securities and will recognize the registered holders of the certificated Notes as Holders under the Indenture. Each time that the Company transfers or exchanges a new Note in certificated form for another Note in certificated form, and after the Transfer Agent receives a completed assignment form, the Company will make available for delivery the new definitive Note at, as the case may be, the offices of the Transfer Agent in New York City or at the Depositary; and main office of the Transfer Agent in Luxembourg. Alternatively, at the option of the person requesting the transfer or exchange, the Company will mail, at that person’s risk, the new definitive Note to the address of the person that is specified in the assignment form. In addition, if the Company issues Notes in certificated form, then it will make payments of, interest on and any other amounts payable under the Notes to Holders in whose names Notes in certificated form, are registered at the close of business on the record date for these payments. If the Notes are issued in certificated form, the Company will make payments of principal and any redemption payments against the surrender of these certificated Notes at the offices of the Paying Agent in New York City or, as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, at the main office of the Paying Agent in Luxembourg. If the Company issues the Notes in certificated registered form, so long as the notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, the Company will maintain a paying agent and a transfer agent in Luxembourg. The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg (3) deposited with which is expected to be Luxemburger Wort). The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg if any change is made in the Paying Agent or the Transfer Agent in Luxembourg. Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged and shall be registered in such names and be in such denominations as the Depositary shall designate and shall bear any legends required by applicable law. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary. The Depositary or its nominee with respect to such Global Securities Security, the principal thereof shall be substantially in reduced, by an amount equal to the form portion thereof to be so exchanged, by means of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments any appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, as custodian for the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary (or its nominee), in accordance with the instructions given by the Holder an authorized representative thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities of each series and the Trustee's ’s certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may 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 or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The With respect to any series of Securities, the Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall may be issued initially only in the form of one or more permanent Global Securities (each, a "“Global Security"”) in registered form without interest coupons. The Global Securities shall be: (1a) duly executed by the Company and authenticated by the Trustee as hereinafter provided; (2b) registered in the name of the Depositary (or its nominee) for credit to the respective accounts of the Holders at the Depositary; and (3c) deposited with the Trustee, as custodian for the Depositary. The Global Securities of any series shall be substantially in the form of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities of any series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary (or its nominee), in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "“Physical Securities"”) in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form of Securities. The Securities and the Trustee's certificate of authentication to be borne by such Securities shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and 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 thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as Notes may be required to comply with any law issued in whole or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. The Securities will be offered and sold only to QIBs in reliance on Rule 144A and shall be issued initially only part in the form of one or more permanent Global Securities (each, a "Global Security") in fully registered form without interest couponsform. No Notes will be issued in bearer form. The initial Depositary for the Global Securities of each series shall be: (1) duly executed be DTC, and the depositary arrangements shall be those employed by whoever shall be the Company and Depositary with respect to the Notes from time to time. Each Global Security authenticated by the Trustee as hereinafter provided; (2) under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefore, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture or the Securities, no Global Security may be exchanged, in whole or in part for certificated Notes, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person, other than the Depositary or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act, or (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (D) the Company in its nomineesole discretion determines that the Global Securities (in whole not in part) should be exchanged for credit certificated Notes and delivers a written notice to such effect to the respective accounts Trustee; provided, however, that interests in the Regulation S Security will not be exchangeable for certificated Notes until expiration of the Holders at Restricted Period and receipt of certification of non-U.S. beneficial ownership. Any Global Security exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (C) above may be exchanged in whole or from time to time in part in the manner directed by the Depositary; and . In the event of the occurrence of any of the events specified in this paragraph, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. If the Company issues the Notes in certificated registered form, so long as the notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF, the Company will maintain a paying agent and a transfer agent in Luxembourg. The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg (3) deposited with which is expected to be d’Wort). The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg if any change is made in the Paying Agent or the Transfer Agent in Luxembourg. Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged and shall be registered in such names and be in such denominations as the Depositary shall designate. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary. The Depositary or its nominee with respect to such Global Securities Security, the principal thereof shall be substantially in reduced, by an amount equal to the form portion thereof to be so exchanged, by means of Security set forth in Exhibit A annexed hereto (including the text and schedule called for by footnotes 1 and 2 thereto). The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments any appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, as custodian for the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary (or its nominee), in accordance with the instructions given by the Holder an authorized representative thereof, as hereinafter provided. Securities issued in exchange for interests in the Global Securities pursuant to Section 2.8(d) hereof shall be issued in the form of permanent definitive Securities (the "Physical Securities") in registered form without interest coupons. The Physical Securities shall be substantially in the form set forth in Exhibit A annexed hereto. The Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.