Global Notes and General Clause Samples

Global Notes and General. (a) Each Global Note shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Senior Notes Indenture, as supplemented and amended by this Third Supplemental Senior Notes Indenture. To the extent of any conflict between the terms of the Global Notes and the terms of the Senior Notes Indenture, as supplemented by this Third Supplemental Senior Notes Indenture, the terms of the Senior Notes Indenture, as supplemented by this Third Supplemental Senior Notes Indenture, shall govern and be controlling. (b) By consenting to the Proposed Amendments (as defined in the Tender Offer and Consent Solicitation Statement), the holders in respect of the 2027 Notes consented to any and all ancillary and conforming changes to the Indenture and the 2027 Notes which, in the good faith determination of the Issuer, are necessary to give effect to the form and substance of the Proposed Amendments (as defined in the Tender Offer and Consent Solicitation Statement), provided however that any such ancillary and conforming changes shall only be permitted to the extent they can be made under the Indenture in accordance with the Required Consents (as defined in the Tender Offer and Consent Solicitation Statement) obtained. The Trustee shall rely conclusively and without further investigation or liability on an Officer’s Certificate from the Issuer and an Opinion of Counsel, each in accordance with the terms of the Indenture, to the effect that the Trustee in respect of the 2027 Notes is authorized and permitted under the Indenture to enter into any further supplemental indenture to effect the Proposed Amendments (as defined in the Tender Offer and Consent Solicitation Statement) and such ancillary and conforming changes relating thereto.