Common use of Global Notes Clause in Contracts

Global Notes. (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a1) The Notes issued in global form shall be substantially in the form of each Tranche will be represented on issue by either a single Temporary Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the Outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a single Permanent Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. (2) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as indicated custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the relevant Final TermsCompany and authenticated by the Trustee as provided in this Indenture. Each Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeable, in accordance with its terms, exchanged for either Definitive Notes together with, where applicable, except beneficial interests in the case Regulation S Permanent Global Note pursuant to Section 2.06 hereof and the Applicable Procedures. Simultaneously with the authentication of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a the Regulation S Permanent Global Note, in each case in accordance with the provisions of Trustee shall cancel such Regulation S Temporary Global Note. Each Permanent The aggregate principal amount of a Regulation S Global Note shall may from time to time be exchangeable in accordance with increased or decreased by adjustments made on the records of the Trustee and the Depositary or its terms for Definitive Notes together withnominee, where applicable, except in as the case of Zero Coupon Notes, Coupons and, where applicable, Talons attachedmay be, in accordance connection with the provisions transfers of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (interest as provided in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreementthis Indenture. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Any Notes subsequently issued in global form, without interest coupons, shall be substantially in the form of Exhibits A2-A4 attached hereto (aincluding the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). (i) The Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, the Notes resold or otherwise transferred to QIBs in reliance on Rule 144A shall be issued in the form of each Tranche one or more 144A Global Notes, which shall be deposited with, or on behalf of, the Depository or will remain in the custody of the Trustee, as custodian, pursuant to an agreement between the Depository and the Trustee. (ii) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, the Notes resold or otherwise transferred in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Notes, which shall be deposited with, or on behalf of, the Trustee as custodian for the Depository. (iii) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, Notes resold or otherwise transferred to Institutional Accredited Investors, may be exchanged for a separate note in registered form, without interest coupons (the "IAI Global Note"), which will be represented deposited with, or on issue behalf of, a custodian for the Depository, as described in (i) and (ii) above. (iv) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by either a single Temporary the Issuers and authenticated by the Trustee as hereinafter provided. (v) Notes issued in definitive form shall be substantially in the form of Exhibit A-1 and A-4 attached hereto (without the Global Note or a single Permanent Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note, as indicated by the relevant Final Terms" attached thereto). Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated holder thereof as required by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverySection 2.06 hereof. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent collectively, the “Rule 144A Global Note”) with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, as indicated by the relevant Final Terms. Each Temporary Global Note and Initial Notes initially resold pursuant to Regulation S shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except issued initially in the case form of Zero Coupon Notesone or more permanent Global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture (collectively, Coupons and, where applicable, Talons attached, or a Permanent the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(c) hereof, beneficial ownership interest in each case in accordance with the provisions of such Temporary Global Note. Each Permanent a Regulation S Global Note shall be exchangeable for interests in accordance with its terms for a Rule 144A Global Note or a Definitive Notes together with, where applicable, except Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of Zero Coupon Notesan exchange for a Definitive Note, Coupons in compliance with the requirements described in Section 2.4 and, where applicablesubject to Section 2.4 hereof, Talons attachedInitial Notes transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in registered form (collectively, in accordance with the provisions of such Permanent “IAI Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and”), in each casecase without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, the Agency Agreement. (b) Each Temporary Global Note which shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuer, shall be authenticated by or on behalf purchasers of the Issuing Initial Notes represented thereby with the Notes Custodian, and Paying Agent and shall, registered in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions name of the Issuing and Paying Agent. Each Temporary Global Note so applicable Depositary or a nominee of the applicable Depositary, duly executed and authenticated shall be a binding and valid obligation of by the Issuer and title thereto shall pass authenticated by delivery. (c) Each Permanent the Trustee or the Authentication Agent as provided in the Indenture. The Rule 144A Global Note, IAI Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Regulation S Global Note shall have annexed thereto a copy are collectively referred to herein as “Global Notes.” The aggregate principal amount of the relevant Final Terms Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Further Information relating to the Issuer and shall be signed manually applicable Depositary or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryits nominee as hereinafter provided.

Global Notes. Initial Notes offered and sold in reliance on Rule 144A shall be issued in the form of one or more 144A Global Notes, deposited with the Trustee, as custodian for the Depositary (a) in such capacity the “Custodian”), duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Notes aggregate principal amount of each Tranche will be represented on issue by either a single Temporary the 144A Global Note may from time to time be increased or a single Permanent decreased by adjustments made on Schedule A to each Global Note, as indicated hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes deposited with the Custodian, duly executed by the relevant Final TermsIssuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Initial Notes sold in transactions that are registered under the Securities Act shall be issued as Unrestricted Global Notes. In addition, Unrestricted Global Notes shall be issued in accordance with Sections 2.07(b)(iii) and 2.07(d)(iii), and shall be deposited with the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified therein and each shall provide that it shall represent the aggregate principal amount outstanding of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, in accordance with its termsas appropriate, for either Definitive Notes together withto reflect exchanges, where applicabletransfers of interests therein, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case redemptions and repurchases in accordance with the provisions terms of such Temporary Global Notethis Indenture. Each Permanent Any endorsement of Schedule A to a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Notes represented thereby shall be exchangeable made by the Trustee, the Paying Agent or the Registrar in accordance with its terms for Definitive Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Optional Redemption), 3.09 (Special Mandatory Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes together withupon a Change of Control). Except as set forth in Section 2.07(a), where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attachedGlobal Notes may be transferred, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be preparedwhole and not in part, completed and delivered only to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions successor of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency AgreementCustodian. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes of each Tranche will be represented offered and sold in reliance on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note Regulation S shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the “Regulation S Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuer, shall be authenticated by or on behalf purchasers of the Issuing Notes represented thereby with the Depository, and Paying Agent registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and shallaccount holders in DTC (“Participants”) (or, in the case of a Eurosystem-eligible NGN or in the case Regulation S Global Notes, of a Non-eligible NGN in respect of which the Issuer has notified the Issuing Euroclear and Paying Agent that effectuation is to be applicableClearstream), be effectuated duly executed by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass authenticated by delivery. the Trustee (cor an authenticating agent appointed by the Trustee in accordance with Section 2.02) Each Permanent as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 2 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the “Restricted Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be authenticated by issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the Issuing purchasers of the Notes represented thereby with the Depository, and Paying Agent and shall, registered in the name of the Depository or its nominee, as the case may be, for credit to an account of a Eurosystem-eligible NGN DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the case of a Non-eligible NGN in respect of which Security Register, as hereinafter provided. Notes offered and sold to the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation or any Subsidiary of the Issuer and title thereto shall pass by deliverybe issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred to interests in a Global Note upon transfer of such Note to someone other than the Issuer or a Subsidiary permitted hereby.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a temporary Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (aeach, a “Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. Following (i) the expiration of the Restricted Period and (ii) receipt by the Trustee of certification in a form reasonably satisfactory to the Trustee that beneficial interests in such Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation S) or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto (each, a “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes”). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The Notes aggregate principal amount of each Tranche will a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be represented increased or decreased by adjustments made by the Registrar on issue by either a single Schedule A to the applicable Regulation S Temporary Global Note or a single the applicable Regulation S Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeablecase may be, in accordance with its terms, for either Definitive Notes together with, where applicable, except and recorded in the case of Zero Coupon NotesSecurity Register, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Noteas hereinafter provided. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the The provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between “The Operating Procedures of the Issuer Euroclear System” and “Terms and Conditions governing use of Euroclear” and the relevant Dealer(s) and, “General Terms and Conditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in each case, the Agency Agreement. (b) Each Temporary Regulation S Global Note that are held by Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A (Forms of each, a “Restricted Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Depositary, shall be and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate principal amount of any Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on behalf of the Issuing Schedule A to such Restricted Global Note and Paying Agent and shall, recorded in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicableSecurity Register, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas hereinafter provided. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (ai) The Notes All of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or substantially in the form set out in Part 1 of Schedule 2 (Forms of more Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian for the depositary, DTC (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary duly executed by the Company and authenticated by the Trustee as hereinafter provided. A Global Note may be transferred, in whole or in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between participants shall be authenticated by or on behalf effected in the ordinary way in accordance with Applicable Procedures and shall be settled in clearing house funds. The aggregate principal amount of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN Global Notes may from time to time be increased or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated decreased by the common safekeeper acting adjustments made on the instructions records of the Issuing Securities Custodian and Paying Agent. Each Temporary Global Note so executed the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and authenticated shall be a binding and valid obligation the provisions of the Issuer and title thereto shall pass by deliverythis Indenture. (cii) Each Permanent Global Note shall represent such of the outstanding Notes as shall be printed specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or typed increased, as appropriate, to reflect exchanges, redemptions, purchases, repurchases or conversions of such Notes. Any adjustment of the aggregate principal amount of a Global Note to reflect the amount of any increase or decrease in the form or substantially amount of outstanding Notes represented thereby shall be made by the Trustee in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer accordance with Applicable Procedures and shall be signed manually or in facsimile by a person duly authorised by made on the Issuer on behalf records of the Issuer, shall be authenticated by or on behalf of Trustee and the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryDepositary.

Global Notes. (aNotes offered and sold in reliance on Section 3(a)(10) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note Securities Act shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 (Forms of Global and Definitive NotesExhibit A hereto, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and except as otherwise permitted herein, which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Unrestricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Unrestricted Global Note and recorded in the Security Register, as hereinafter provided. All Notes issues on the date of this Indenture shall be authenticated by Unrestricted Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the Issuing purchasers of the Notes represented thereby with the Common Depositary, and Paying Agent and shall, registered in the case name of a Eurosystem-eligible NGN the Common Depositary or in its nominee, as the case may be, for the accounts of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicableEuroclear or Clearstream, be effectuated duly executed by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass authenticated by delivery. the Trustee (cor an authenticating agent appointed by the Trustee in accordance with Section 2.02) Each Permanent as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 2 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the “Restricted Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuer, shall be authenticated by or on behalf purchasers of the Issuing Notes represented thereby with the Common Depositary, and Paying Agent and shall, registered in the case name of a Eurosystem-eligible NGN the Common Depositary or in its nominee, as the case may be, for the accounts of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicableEuroclear or Clearstream, be effectuated duly executed by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass authenticated by deliverythe Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Any Notes subsequently issued in global form, without interest coupons, shall be substantially in the form of Exhibits A2-A4 attached hereto (aincluding the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). (i) The Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, the Notes resold or otherwise transferred to QIBs in reliance on Rule 144A shall be issued in the form of each Tranche one or more 144A Global Notes, which shall be deposited with, or on behalf of, the Depository or will remain in the custody of the Trustee, as custodian, pursuant to an agreement between the Depository and the Trustee. (ii) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, the Notes resold or otherwise transferred in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Notes, which shall be deposited with, or on behalf of, the Trustee as custodian for the Depository. (iii) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, Notes resold or otherwise transferred to Institutional Accredited Investors, may be exchanged for a separate note in registered form, without interest coupons (the “IAI Global Note”), which will be represented deposited with, or on issue behalf of, a custodian for the Depository, as described in (i) and (ii) above. (iv) Following the Issue Date and the exchange of the Restricted Definitive Notes for Global Notes in the manner set forth herein, Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by either a single Temporary the Issuers and authenticated by the Trustee as hereinafter provided. (v) Notes issued in definitive form shall be substantially in the form of Exhibit A-1 and A-4 attached hereto (without the Global Note or a single Permanent Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note, as indicated by the relevant Final Terms” attached thereto). Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated holder thereof as required by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverySection 2.06 hereof. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of each Tranche the Corporate Units and are released from the Collateral Account will be represented on issue by either issued in permanent global form (a single Temporary Global Note or a single Permanent “Global Note”), and if issued as indicated one or more Global Notes, the Depositary shall be The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases and Decreases in Note on the Global Notes held by the relevant Final TermsDepositary. Each Temporary Notes represented by the Global Note shall Notes will be exchangeableexchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, in accordance with and the Company has not appointed a successor Depositary within 90 days of that notice or of its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions becoming aware of such Temporary Global Note. Each Permanent Global Note shall be exchangeable cessation or (y) upon recreation of Corporate Units; provided that the Notes in accordance with its terms certificated form so issued in exchange for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be preparedin denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, completed owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and delivered will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depositary or a nominee of the Depositary, or to a common depositary successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (in the case of a CGNx) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note fourth sentence of this Section 2.04 shall be printed or typed exchangeable for Notes in certificated form registered in such names as the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note Depositary shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverydirect. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (ai) The Initial Notes offered and sold to QIBs in the United States of each Tranche will be represented America in reliance on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note Rule 144A shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or more permanent Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto, each, a "Rule 144A Global Note"). Initial Notes offered and sold outside the United States of America in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set out forth in Part 1 Exhibit A (including the Global Note Legend and the Private Placement Legend thereon and the "Schedule of Schedule 2 Exchanges of Interests in the Global Note" attached thereto, each, a "Regulation S Global Note"). (Forms ii) Upon consummation of Global and Definitive Notesthe Registered Exchange Offer, Coupons and Talons) and the Series B Notes may be a facsimileissued in the form of one or more Global Notes with the Global Note Legend but not the Private Placement Legend. All or part of any Rule 144A Global Note or Regulation S Global Note exchanged in the Registered Exchange Offer will be exchanged for one or more Global Notes with the Global Note Legend but not the Private Placement Legend. Each Temporary Global Note shall have annexed thereto a copy represent such of the relevant Final Terms and aggregate principal amount of the Further Information relating to the Issuer and Outstanding Notes as shall be signed manually specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in facsimile by a person duly authorised the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Issuer on behalf of Trustee in accordance with instructions given by the Issuer, Holder thereof as required by Section 2.04. (iii) Each Global Note (a) shall be authenticated by or on behalf of the Issuing and Paying Agent and shallregistered, in the case name of a Eurosystem-eligible NGN the Depositary designated for such Global Note pursuant to Section 2.04, or in the case name of a Non-eligible NGN in respect nominee of which such Depositary, (b) shall be deposited with the Issuer has notified Trustee, as Custodian for the Issuing Depositary, and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary (c) shall bear a legend substantially as follows ("Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryLegend"): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (civ) Each Permanent Depositary designated pursuant to Section 2.04 for a Global Note shall must, at the time of its designation and at all times while it serves as Depositary, be printed a clearing agency registered under the Exchange Act and any other applicable statute or typed regulation, provided that the Depositary is required to be so registered in the form or substantially in the form set out in Part 2 of Schedule 2 order to act as depositary. (Forms of v) Any Global and Definitive Notes, Coupons and Talons) and Note may be a facsimilerepresented by more than one certificate. Each Permanent The aggregate principal amount of each Global Note shall have annexed thereto a copy may from time to time be increased or decreased by adjustments made on the records of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or Registrar, as provided in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverythis Indenture.

Global Notes. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (acollectively, the “Rule 144A Global Note”) The with the restricted securities legend set forth in Exhibit A to this Indenture, and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of each Tranche one or more permanent global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b), beneficial ownership interest in a Regulation S Global Note will be represented on issue by either exchangeable for interests in a single Temporary Rule 144A Global Note or a single Permanent Global Note, as indicated by Definitive Note in registered certificated form only after the relevant Final Terms. Each Temporary expiration of the Distribution Compliance Period and then only (i) upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Regulation S Global Note shall be exchangeable, are owned either by non-U.S. persons or U.S. persons who purchased such interests in accordance with its terms, for either Definitive Notes together with, where applicable, except a transaction that did not require registration under the Securities Act and (ii) in the case of Zero Coupon Notesan exchange for a Definitive Note, Coupons in compliance with the requirements described in Section 2.4 and, where applicablesubject to Section 2.4 hereof, Talons attachedInitial Notes transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in definitive, or a Permanent fully registered form (collectively, the “IAI Global Note”), in each case in accordance without interest coupons and with the provisions of such Temporary Global Note. Each Permanent Global Note global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Initial Notes represented thereby with the Notes Custodian, shall be and registered in the name of the applicable Depositary or a nominee of the applicable Depositary, duly executed by the Company and authenticated by the Trustee or on behalf the Authentication Agent as provided in this Indenture. The Rule 144A Global Note, IAI Global Note and Regulation S Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN Global Notes may from time to time be increased or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated decreased by the common safekeeper acting adjustments made on the instructions records of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms Trustee and the Further Information relating to the Issuer and shall be signed manually applicable Depositary or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryits nominee as hereinafter provided.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (a) The Notes of each Tranche will be represented on issue by either a single Temporary including the Global Note or a single Permanent Legend thereon and the “Schedule of Exchanges of Interests in the Global Note, as indicated by ” attached thereto). Notes issued in definitive form shall be substantially in the relevant Final Termsform of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance with its terms, instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for either Definitive Notes together with, where applicable, except in all purposes and only registered Holders shall have rights under this Indenture and the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note through an Agent Member shall be exchangeable in accordance have no rights under this Indenture with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered respect to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in held on their behalf by the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and Depositary. The Depositary may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile treated by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf the Trustee, the Paying Agent, the Registrar and any agent of the Issuing and Paying Agent and shall, in foregoing as the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions absolute owner of the Issuing and Paying AgentGlobal Notes for all purposes whatsoever. Each Temporary Global Note so executed and authenticated Notwithstanding the foregoing, nothing herein shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of prevent the Issuer, shall be authenticated by the Trustee, the Paying Agent, the Registrar or on behalf any agent of the Issuing foregoing from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and Paying its Agent and shallMembers, in the case operation of customary practices of such Depositary governing the exercise of the rights of a Eurosystem-eligible NGN or in the case Holder of a Non-eligible NGN beneficial interest in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent any Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryNote.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a temporary Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (aeach, a “Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. Following (i) the expiration of the Restricted Period and (ii) receipt by the Trustee of certification in a form reasonably satisfactory to the Trustee that beneficial interests in such Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation S) or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto (each, a “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes”). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The Notes aggregate principal amount of each Tranche will a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be represented increased or decreased by adjustments made by the Registrar on issue by either a single Schedule A to the applicable Regulation S Temporary Global Note or a single the applicable Regulation S Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeablecase may be, in accordance with its terms, for either Definitive Notes together with, where applicable, except and recorded in the case of Zero Coupon NotesSecurity Register, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Noteas hereinafter provided. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the The provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between “The Operating Procedures of the Issuer Euroclear System” and “Terms and Conditions governing use of Euroclear” and the relevant Dealer(s) and, “General Terms and Conditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in each case, the Agency Agreement. (b) Each Temporary Regulation S Global Note that are held by Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A (Forms of each, a “Restricted Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Depositary, shall be and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate principal amount of any Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on behalf of the Issuing Schedule A to such Restricted Global Note and Paying Agent and shall, recorded in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicableSecurity Register, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas hereinafter provided. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered 144A-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered Reg S-1 upward (collectively, the “Regulation S Global Note”), in each Tranche will case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered IAI-1 upward (collectively, the “IAI Global Note”) shall also be issued on issue the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by either a single Temporary the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a single Permanent Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as indicated by the relevant Final Terms. a “Global Note” and are collectively referred to herein as “Global Notes.” Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf Holder thereof as required by Section 2.06 of the Issuer, shall be authenticated by or on behalf this Indenture and Section 2.3(c) of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.this Appendix A.

Global Notes. (a) The Notes of each Tranche issued in global form will be represented on issue by either a single Temporary substantially in the form of Exhibit A hereto (including the Global Note or a single Permanent Legend thereon and the "Schedule of Principal Amount in the Global Note" attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as indicated appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the relevant Final Terms. Each Temporary Global Note shall be exchangeableRegistrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with its terms, for either Definitive instructions given by the Holder thereof as required by Section 2.06 hereof. Notes together with, where applicable, except offered and sold in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note reliance on Regulation S shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form or of a Global Note substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the "Regulation S Global and Definitive NotesNote"), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with a Custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be authenticated by or issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the "Restricted Global Note"), which shall be deposited on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions purchasers of the Issuing and Paying Agent. Each Temporary Global Note so Notes represented thereby with a Custodian, for DTC, duly executed and authenticated shall be a binding and valid obligation of by the Issuer and title thereto shall pass authenticated by delivery. (c) Each Permanent the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note shall be printed or typed and recorded in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive NotesSecurity Register, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas hereinafter provided.

Global Notes. (a) The Restricted Global Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note issued shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 Exhibit A hereto (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary including the Global Note shall have annexed thereto a copy of the relevant Final Terms Legend and the Further Information relating to Private Placement Legend thereon and the Issuer and “Schedule of Exchanges of Interests in the Global Note” attached thereto). Unrestricted Global Notes issued shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in Part 2 the Global Note” attached thereto but without the Private Placement Legend). Restricted Definitive Notes shall be substantially in the form of Exhibit A hereto (with the Private Placement Legend thereon but without the Global Note Legend thereon and without the “Schedule 2 of Exchanges of Interests in the Global Note” attached thereto). Unrestricted Definitive Notes shall be substantially in the form of Exhibit A hereto (Forms without the Private Placement Legend or the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global and Definitive Notes, Coupons and Talons) and may be a facsimileNote” attached thereto). Each Permanent Global Note shall have annexed thereto a copy represent such of the relevant Final Terms and the Further Information relating to the Issuer and outstanding Notes as shall be signed manually specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in facsimile by a person duly authorised the aggregate principal amount of outstanding Notes represented thereby shall be made by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, Trustee in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated accordance with instructions given by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass Holder thereof as required by deliverySection 2.07 hereof.

Global Notes. (a) The Notes of each Tranche will be represented offered and sold in reliance on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note Regulation S shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the “Regulation S Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuer, shall be authenticated by or on behalf purchasers of the Issuing Notes represented thereby with the Depository, and Paying Agent registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and shallaccount holders in DTC (“Participants”) (or, in the case of a Eurosystem-eligible NGN or in the case Regulation S Global Notes, of a Non-eligible NGN in respect of which the Issuer has notified the Issuing Euroclear and Paying Agent that effectuation is to be applicableClearstream), be effectuated duly executed by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass authenticated by delivery. the Trustee (cor an authenticating agent appointed by the Trustee in accordance with Section 2.02) Each Permanent as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 2 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the “Restricted Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be authenticated by issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the Issuing purchasers of the Notes represented thereby with the Depository, and Paying Agent and shall, registered in the case name of a Eurosystem-eligible NGN the Depository or in its nominee, as the case may be, for credit to an account of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicableDTC or Participants, be effectuated duly executed by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass authenticated by deliverythe Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. (a) The Notes initially resold pursuant to Rule 144A shall be issued initially in the form of each Tranche one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) with the restricted securities legend set forth in Exhibit A to this Indenture, and the Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b), beneficial ownership interest in a Regulation S Global Note will be represented on issue by either exchangeable for interests in a single Temporary Rule 144A Global Note or a single Permanent Global Note, as indicated by Definitive Note in registered certificated form only after the relevant Final Terms. Each Temporary expiration of the Distribution Compliance Period and then only (i) upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Regulation S Global Note shall be exchangeable, are owned either by non-U.S. persons or U.S. persons who purchased such interests in accordance with its terms, for either Definitive Notes together with, where applicable, except a transaction that did not require registration under the Securities Act and (ii) in the case of Zero Coupon Notesan exchange for a Definitive Note, Coupons in compliance with the requirements described in Section 2.4 and, where applicablesubject to Section 2.4 hereof, Talons attachedthe Notes transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in definitive, or a Permanent fully registered form (collectively, the “IAI Global Note”), in each case in accordance without interest coupons and with the provisions of such Temporary Global Note. Each Permanent Global Note global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Notes Custodian, shall be and registered in the name of the applicable Depositary or a nominee of the applicable Depositary, duly executed by the Company and authenticated by the Trustee or on behalf the Authentication Agent as provided in this Indenture. The Rule 144A Global Note, IAI Global Note and Regulation S Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN Global Notes may from time to time be increased or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated decreased by the common safekeeper acting adjustments made on the instructions records of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms Trustee and the Further Information relating to the Issuer and shall be signed manually applicable Depositary or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryits nominee as hereinafter provided.

Global Notes. Each Global Note will represent the aggregate principal amount of then outstanding Notes endorsed thereon and provide that it represents such aggregate principal amount of then outstanding Notes, which aggregate principal amount may, from time to time, be reduced or increased to reflect transfers, exchanges, conversions, redemptions or repurchases by the Company. Only the Trustee, or the custodian holding such Global Note for the Depositary, at the direction of the Trustee, may endorse a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of then outstanding Notes represented thereby, and whenever the Holder of a Global Note delivers instructions to the Trustee to increase or decrease the aggregate principal amount of then outstanding Notes represented by a Global Note in accordance with Section 2.09 hereof, the Trustee, or the custodian holding such Global Note for the Depositary, at the direction of the Trustee, will endorse such Global Note to reflect such increase or decrease in the aggregate principal amount of then outstanding Notes represented thereby. None of the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent, the Company, the Guarantors or any agent of the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent, the Company or the Guarantors will have any responsibility or bear any liability or any obligation to any Agent Members or any other Person on whose behalf Agent Members may act with respect to (ai) The Notes any aspect of each Tranche the records relating to, or payments made on account of, the ownership of any beneficial interest in a Global Note (ii) any notice required hereunder, (iii) with respect to maintaining, supervising or reviewing any records relating to such beneficial interest, or (iv) any actions taken or not taken by any Agent Members. Neither any member of, or participant in, the Depositary (collectively, the “Agent Members”) nor any other Person on whose behalf an Agent Member may act will be represented on issue by either a single Temporary have any rights under this Indenture with respect to any Global Note or a single Permanent under such Global Note, and the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent and any agent of the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar, the Conversion Agent, or the Collateral Agent, may, for all purposes, treat the Depositary, or its nominee, if any, as indicated by the relevant Final Termsabsolute owner and Holder of such Global Note. Each Temporary The Holder of a Global Note shall be exchangeablemay grant proxies and otherwise authorize any Person, in accordance including Agent Members and Persons that may hold interests through Agent Members, to take any action that such Holder is entitled to take under this Indenture or the Notes with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent respect to such Global Note, and, notwithstanding the foregoing, nothing herein will prevent the Company, the Guarantors, the Trustee, the Collateral Agent, the Paying Agent, the Registrar, the Conversion Agent or any agent of the Company, the Guarantors, the Trustee, the Collateral Agent, the Registrar, the Conversion Agent or the Paying Agent from giving effect to any written certification, proxy or other authorization furnished by such Holder or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of their respective customary practices governing the exercise of the rights of a Holder of any interest in each case in accordance with the provisions of such Temporary any Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Notes issued and sold pursuant to an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company's outstanding Series B Senior Notes or issued in accordance with Section 2.07(b)(iii) and 2.07(e), shall be issued in the form of Unrestricted Global Notes and deposited with Citibank N.A., London, as custodian (ain such capacity, the "Custodian") The on behalf of DTC or with Citibank N.A., London, as common depositary (in such capacity, the "Common Depositary") on behalf of Euroclear and Clearstream, as the case may be. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the form of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent 144A Global Note, as indicated which shall be duly executed by the relevant Final TermsCompany and authenticated by the Trustee as hereinafter provided and deposited with the Custodian on behalf of DTC. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Common Depositary on behalf of Euroclear and Clearstream. Each Temporary Global Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and shall provide that the aggregate principal amount of outstanding Notes represented thereby may from time to time be exchangeablereduced or increased, in accordance with its termsas appropriate, for either Definitive Notes together withto reflect exchanges, where applicabletransfers of interests therein, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case redemptions and repurchases in accordance with the provisions terms of such Temporary Global Notethis Supplemental Indenture and the Indenture; provided that, the maximum principal amount of all Notes shall never exceed (pound)300.0 million issued and outstanding at any one time except as provided in Section 2.08. Each Permanent Any endorsement of the Schedule to a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Notes represented thereby shall be exchangeable made by the Registrar in accordance with its terms for Definitive Sections 2.07, 3.07, 3.08, 4.14 and 4.16 hereof. Except as set forth in Section 2.07(a) hereof, the Global Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attachedmay be transferred, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be preparedwhole and not in part, completed and delivered only to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy successor of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer Depositary on whose behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation such note is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryheld. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of each Tranche the Corporate Units and are released from the Collateral Account will be represented on issue by either issued in permanent global form (a single Temporary Global Note or a single Permanent “Global Note”), and if issued as indicated one or more Global Notes, the Depositary shall be The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the relevant Final TermsDepositary and on the Pledged Note held by the Collateral Agent. Each Temporary Notes represented by the Global Note shall Notes will be exchangeableexchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, in accordance with and the Company has not appointed a successor Depositary within 90 days of that notice or of its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions becoming aware of such Temporary Global Note. Each Permanent Global Note shall be exchangeable cessation; or at the request of any Holder of Notes if an Event of Default has occurred and is continuing with respect to the Notes or (y) upon recreation of Corporate Units; provided, subject to Section 2.03, that the Notes in accordance with its terms certificated form so issued in exchange for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be preparedin denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, completed owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and delivered will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depositary or a nominee of the Depositary, or to a common depositary successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (in the case of a CGNx) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note fourth sentence of this Section 2.04 shall be printed or typed exchangeable for Notes in certificated form registered in such names as the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note Depositary shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverydirect. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Except as provided in Section 2.01(c), notes offered and sold in connection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian of the Depository, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in connection with the Offering by the Initial Purchasers in reliance on Regulation S, if any, shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (aas defined in Regulation S) The Notes shall be terminated upon the receipt by the Trustee of each Tranche will be represented on issue by either (i) a single written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note or (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a single Permanent beneficial ownership interest in a 144A Global Note, all as indicated contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the relevant Final TermsCompany. Each Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeableexchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated Holder thereof as required by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverySection 2.06 hereof. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes of each Tranche issued in global form will be represented on issue by either a single Temporary substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Increases or a single Permanent Decreases in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Increases or Decreases in the Global Note” attached thereto). Each Global Note will represent such aggregate principal amount of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as indicated appropriate, to reflect exchanges, repurchases, transfers of interests and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the relevant Final Terms. Each Temporary Global Note shall be exchangeableTrustee or the Notes Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive instructions given by the Holder thereof as required by Section 3.06 hereof. Notes together with, where applicable, except initially offered and sold to QIBs in the case United States in reliance on Rule 144A shall be issued in the form of Zero Coupon one or more QIB Global Notes, Coupons and, where applicable, Talons attached, or a Permanent duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall which will be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Trustee, shall be authenticated by as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuing Company and Paying Agent the Guarantors and shall, authenticated by the Trustee as hereinafter provided. The procedures of Euroclear and Clearstream will be applicable to transfers of beneficial interests in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Regulation S Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass that are held by deliveryParticipants through Euroclear or Clearstream. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (ai) Promptly following the date that is one year after the Issue Date of any Option Notes, the Company shall use reasonable efforts to effect an exchange of every beneficial interest in each Restricted Global Note for beneficial interests in Global Notes that do not bear any Restricted Notes Legend. To effect such mandatory exchange, the Company will (A) deliver to the Depositary an instruction letter for the Depositary’s mandatory exchange process at least 15 days prior to the date set for such mandatory exchange (or such shorter time as may be permitted by the Applicable Procedures) and (B) deliver written notice to the Trustee and the Registrar (including, without limitation, by the Company’s delivery of an Officer’s Certificate to the Trustee for removal of the Restricted Notes Legend and authentication of one or more Unrestricted Global Notes (each, a “Free Transferability Certificate”) and an Opinion of Counsel to the effect that the Restricted Notes Legend may be removed from such Notes to be exchanged. The Notes of each Tranche first date on which the Trustee shall have received such Free Transferability Certificate will be represented on issue by either a single Temporary Global Note or a single Permanent Global Note, known as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions “Resale Restriction Termination Date.” Immediately upon receipt of the Programme Agreement or to another appropriate depositary documents set forth in accordance with any other agreement between clause (B) above by each of the Issuer Trustee and the relevant Dealer(s) and, in each caseRegistrar, the Agency AgreementCompany shall issue, and the Trustee and Registrar shall authenticate and deliver a Note (or Notes) without any Restricted Notes Legend. (bii) Each Temporary Prior to the Company’s delivery of the Free Transferability Certificate and afterwards, the Company and the Trustee will comply with the Applicable Procedures and otherwise use reasonable efforts to cause each Global Note shall to be printed or typed identified by the unrestricted CUSIP number as the outstanding unrestricted Notes in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy facilities of the relevant Final Terms Depositary by the date the Free Transferability Certificate is delivered to the Trustee and the Further Information relating to the Issuer and shall be signed manually Registrar or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas promptly as possible thereafter. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each Tranche will case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented on issue by either a single Temporary Global Note thereby with the Custodian, and registered in the name of the Depositary or a single Permanent nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued at the request of the Issuer, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as indicated by the relevant Final Terms. a “Global Note” and are collectively referred to herein as “Global Notes.” Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except instructions given by the Holder thereof as required by Section 2.06 of this Indenture and Section 2.2(c) of this Appendix A. The Issuer has entered into a letter of representations with the Depositary in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in form provided by the Depositary and the Trustee and each case Agent are hereby authorized to act in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed letter and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency AgreementApplicable Procedures. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes of each Tranche will be represented are being offered and sold by the Company pursuant to the Purchase Agreement. Notes offered and sold in reliance on issue by either a single Temporary Global Note or a single Permanent Global NoteRegulation S under the Securities Act ("Regulation S"), as indicated by provided in the relevant Final Terms. Each Temporary Global Note Purchase Agreement, shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or substantially more permanent Global Notes in definitive, fully registered form without interest coupons with the form Global Notes Legend and Restricted Notes Legend set out forth in Part 1 of Schedule 2 Exhibit A hereto (Forms of the "Regulation S Global and Definitive NotesNote"), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuertransferee of the Notes represented thereby with the Trustee, shall be authenticated by as custodian, for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Issuing Euroclear System ("Euroclear") or Clearstream Banking ("Clearstream"), duly executed by the Company and Paying Agent authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and shallthe Depositary or its nominee as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), as provided in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicablePurchase Agreement, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed issued initially in the form of one or substantially more permanent Global Notes in definitive, fully registered form without interest coupons with the form Global Notes Legend and Restricted Notes Legend set out forth in Part 2 of Schedule 2 Exhibit A hereto (Forms of "Rule 144A Global and Definitive NotesNote"), Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Trustee, shall be as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by or on behalf the Trustee as hereinafter provided. The aggregate principal amount of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN Rule 144A Global Note may from time to time be increased or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated decreased by the common safekeeper acting adjustments made on the instructions records of the Issuing Trustee and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryDepositary or its nominee as hereinafter provided.

Global Notes. (a) The Any Notes that are no longer part of each Tranche New PEPS Units will be issued initially in the form of one or more Global Notes (the “Global Notes”) registered in the name of the Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented on issue by either Global Notes, the Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a single Temporary Company Order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or a single Permanent Notes in exchange for such Global Note, as indicated by Senior or Notes. Upon exchange of the relevant Final Terms. Each Temporary Global Note shall be exchangeableor Notes for such Notes in definitive registered form without coupons, in accordance with its termsauthorized denominations, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global or Notes shall be preparedcancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, completed and delivered pursuant to a common depositary (instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the case Corporation, the Guarantor, the Trustee or any agent of the Corporation, the Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form maintaining, supervising or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information reviewing any records relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverysuch beneficial ownership interest. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes of each Tranche will be represented offered and sold in reliance on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note Regulation S shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the “Regulation S Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuer, shall be authenticated by or on behalf purchasers of the Issuing Notes represented thereby with the Depository, and Paying Agent registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and shallaccount holders in DTC (“Participants”) (or, in the case of a Eurosystem-eligible NGN the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the case of a Non-eligible NGN Security Register, as hereinafter provided. Notes offered and sold to QIBs in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting reliance on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated Rule 144A shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 2 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the “Restricted Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be authenticated by issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the Issuing purchasers of the Notes represented thereby with the Depository, and Paying Agent and shall, registered in the name of the Depository or its nominee, as the case may be, for credit to an account of a Eurosystem-eligible NGN DTC or Participants, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the case of a Non-eligible NGN in respect of which Security Register, as hereinafter provided. Notes offered and sold to the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions Issuers or any Subsidiary of the Issuing and Paying AgentIssuers shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Each Permanent Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred to interests in a Global Note so executed and authenticated shall be upon transfer of such Note to someone other than the Issuers or a binding and valid obligation of the Issuer and title thereto shall pass by deliverySubsidiary permitted hereby.

Global Notes. (ai) The Except as provided in clause (d) of Section 2.2 below, the Notes of each Tranche will initially shall be represented on issue by either a single Temporary one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Global Notes”). The Global Notes shall bear the Global Note or a single Permanent Legend. The Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note Notes initially shall (i) be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except registered in the case name of Zero Coupon Notes, Coupons and, where applicable, Talons attached, the Depository or a Permanent Global Notethe nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. Members of, or direct or indirect participants in, the Depository (collectively, the “Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes. The Depository may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. (ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of such Temporary Global NoteSection 2.2. Each Permanent In addition, a Global Note shall be exchangeable in accordance with its terms for Definitive Notes together withif (x) the Depository (1) notifies the Issuers that it is unwilling or unable to continue as depository for such Global Note and the Issuers thereupon fail to appoint a successor depository or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to such Global Note and a request has been made for such exchange. In all cases, where applicable, except Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the case of Zero Coupon Notesnames, Coupons andand issued in any approved denominations, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated requested by or on behalf of the Issuing and Paying Agent and shall, Depository in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryaccordance with its customary procedures. (ciii) Each Permanent In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be printed or typed deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and, upon written order of the Issuers signed by an Officer, the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in the form or substantially writing in the form set out exchange for its beneficial interest in Part 2 such Global Note, an equal aggregate principal amount of Schedule 2 Definitive Notes of authorized denominations. (Forms of Global and Definitive Notes, Coupons and Talonsiv) and may be Any Transfer Restricted Note delivered in exchange for an interest in a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating pursuant to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and Section 2.2 shall, except as otherwise provided in Section 2.2, bear the case Restricted Notes Legend. (v) [Reserved]. (vi) The holder of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent any Global Note so executed may grant proxies and authenticated shall be otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a binding and valid obligation of holder is entitled to take under this Indenture or the Issuer and title thereto shall pass by deliveryNotes.

Global Notes. (ai) The Notes All of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or substantially in the form set out in Part 1 of Schedule 2 (Forms of more Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian for the depositary, DTC (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary duly executed by the Company and authenticated by the Trustee as hereinafter provided. A Global Note may be transferred, in whole or in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between participants shall be authenticated by or on behalf effected in the ordinary way in accordance with Applicable Procedures and shall be settled in clearing house funds. The aggregate principal amount of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN Global Notes may from time to time be increased or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated decreased by the common safekeeper acting adjustments made on the instructions records of the Issuing Securities Custodian and Paying Agent. Each Temporary Global Note so executed the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and authenticated shall be a binding and valid obligation the provisions of the Issuer and title thereto shall pass by deliverythis Indenture. (cii) Each Permanent Global Note shall represent such of the outstanding Notes as shall be printed specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or typed increased, as appropriate, to reflect exchanges, redemptions, purchases or repurchases of such Notes. Any adjustment of the aggregate principal amount of a Global Note to reflect the amount of any increase or decrease in the form or substantially amount of outstanding Notes represented thereby shall be made by the Trustee in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer accordance with Applicable Procedures and shall be signed manually or in facsimile by a person duly authorised by made on the Issuer on behalf records of the Issuer, shall be authenticated by or on behalf of Trustee and the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryDepositary.

Global Notes. Each Global Note shall be deposited with the Note Custodian and registered in the name of the Depositary or the nominee of the Depositary and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, the Depositary or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07 hereof. The Company initially appoints The Depository Trust Company (a"DTC") to act as Depositary with respect to the Global Notes. The Trustee shall act as Note Custodian with respect to the Global Notes in accordance with its agreement with DTC. Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in the form of each Tranche will one or more Rule 144A Global Notes. Notes initially offered and sold outside the United States in reliance on Regulation S shall be represented issued in the form of one or more Regulation S Temporary Global Notes, which shall be deposited with the Note Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on issue behalf of Euroclear or Clearstream. The Distribution Compliance Period shall be terminated upon the receipt by either the Trustee of a single written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note or (except to the extent of any beneficial owners thereof who acquired an interest therein during the Distribution Compliance Period pursuant to another exemption from registration under the Securities Act and who took delivery of a single Permanent beneficial ownership interest in a 144A Global Note, all as indicated contemplated by Section 2.07(b)(iii) hereof). Following the relevant Final Terms. Each termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeable, in accordance with its terms, exchanged for either Definitive Notes together with, where applicable, except an equal amount of beneficial interests in the case Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a the Regulation S Permanent Global Note, in each case in accordance with the provisions of such Trustee shall cancel the Regulation S Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (a) The including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each Tranche will shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented on issue thereby shall be made by either a single the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note or a single will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeableTrustee will, in accordance with its termsat the written direction of the Company, for either Definitive Notes together with, where applicable, except in cancel the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Regulation S Temporary Global Note. Each The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note shall may from time to time be exchangeable in accordance with increased or decreased by adjustments made on the records of the Trustee and the Depositary or its terms for Definitive Notes together withnominee, where applicable, except in as the case of Zero Coupon Notes, Coupons and, where applicable, Talons attachedmay be, in accordance connection with the provisions transfers of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreementinterest as hereinafter provided. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as indicated the case may be, duly executed by OPTI and authenticated by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, Trustee (or an authenticating agent appointed by the Trustee in accordance with its termsSection 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to a Regulation S Global Note and recorded in the Security Register, for either Definitive as hereinafter provided. Notes together withoffered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, where applicablewith such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (each a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case of Zero Coupon Notesmay be, Coupons and, where applicable, Talons attached, duly executed by OPTI and authenticated by the Trustee (or a Permanent Global Note, in each case its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the provisions Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to a Restricted Global Note and recorded in the Security Register, as hereinafter provided. If and when issued, Exchange Notes offered to Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such Temporary applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (each an “Exchange Global Note. Each Permanent Global Note ”), which shall be exchangeable deposited on behalf of the Holders of the Exchange Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by OPTI and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with its terms for Definitive Section 2.02) as hereinafter provided. The aggregate principal amount of the Exchange Global Notes together with, where applicable, except may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to an Exchange Global Note and recorded in the case Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of Zero Coupon Notesany Initial Note remaining outstanding after the consummation of an Exchange Offer, Coupons andthe Registrar shall deliver such new Initial Note only in global form, where applicablesubject to Section 2.10, Talons attached, and such new Initial Note shall continue to bear the applicable legends set forth in accordance with the provisions of such Permanent Global NoteExhibit A hereto. All Global Notes shall be prepared, completed and delivered to a common depositary (in In the case of a CGNRestricted Global Note, such legends shall include the Private Placement Legend unless (x) the appropriate period referred to in Rule 144(k) under the Securities Act has elapsed or common safekeeper (y) there is delivered to the Registrar an opinion of counsel reasonably satisfactory to OPTI and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance order to maintain compliance with the provisions Securities Act. Upon the transfer, exchange or replacement of the Programme Agreement or any Note pursuant to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each casea Shelf Registration Statement, the Agency Agreement. (b) Each Temporary Global Registrar shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to bear the Private Placement Legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be printed or typed reflected in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Exchange Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryNote. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes initially resold pursuant to Rule 144A shall be issued initially in the form of each Tranche one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) with the restricted securities legend set forth in Exhibit A to this Indenture, and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b) hereof, beneficial ownership interest in a Regulation S Global Note will be represented on issue by either exchangeable for interests in a single Temporary Rule 144A Global Note or a single Permanent Global Note, as indicated by Definitive Note in registered certificated form only after the relevant Final Terms. Each Temporary expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note shall be exchangeable, are owned either by non-U.S. persons or U.S. persons who purchased such interests in accordance with its terms, for either Definitive Notes together with, where applicable, except a transaction that did not require registration under the Securities Act and (ii) in the case of Zero Coupon Notesan exchange for a Definitive Note, Coupons and, where applicable, Talons attached, or a Permanent Global Notein compliance with the requirements set forth in Section 2.4, in each case in accordance without interest coupons and with the provisions of such Temporary Global Note. Each Permanent Global Note global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuer, shall be authenticated by or on behalf purchasers of the Issuing Notes represented thereby with the Notes Custodian, and Paying Agent and shall, registered in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions name of the Issuing and Paying Agent. Each Temporary Global Note so Common Depositary or the nominee of the Common Depositary, duly executed and authenticated shall be a binding and valid obligation of by the Issuer and title thereto shall pass authenticated by delivery. (c) Each Permanent the Trustee or the Authentication Agent as provided in this Indenture. The Rule 144A Global Note and Regulation S Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Common Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be printed applicable to transfers of beneficial interests in Global Notes that are held by participants through Euroclear or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryClearstream.

Global Notes. (ai) All of the Notes shall be issued initially in the form of one or more Notes in global form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian for the depositary, DTC (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary duly executed by the Company and authenticated by the Trustee as hereinafter provided (the “Global Note”). A Global Note may be transferred, in whole or in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between participants shall be effected in the ordinary way in accordance with Applicable Procedures and shall be settled in clearing house funds. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Securities Custodian and the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and the provisions of this Indenture. (ii) Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, purchases, repurchases or conversions of such Notes. Any adjustment of the aggregate principal amount of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with Applicable Procedures and shall be made on the records of the Trustee and the Depositary. (iii) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent Global NoteDepositary, as indicated a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. (iv) Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment of the relevant Final Terms. Each Temporary principal of, premium, if any, and interest, if any, on any Global Note shall be exchangeablemade to the Holder thereof. (v) The Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of Notes represented by a Global Note as shall be specified in accordance a written statement of the Depositary or by the applicable procedures of such Depositary with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent respect to such Global Note, in each case in accordance with the provisions for purposes of such Temporary Global Note. Each Permanent Global Note shall obtaining any consents, declarations, waivers or directions required to be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised given by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is Holders pursuant to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverythis Indenture. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes of each Tranche issued in global form will be represented on issue by either a single Temporary substantially in the form of Exhibit A hereto (including the Global Note or a single Permanent Legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as indicated appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the relevant Final Terms. Each Temporary Global Note shall be exchangeableRegistrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with its termsinstructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, for either Definitive Notes together with, where applicablewith such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Common Depositary for Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the case Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of Zero Coupon Notesa Global Note substantially in the form of Exhibit A hereto, Coupons andwith such applicable legends as are provided in Exhibit A hereto, where applicable, Talons attached, or a Permanent except as otherwise permitted herein (the “Restricted Global Note”), in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note which shall be exchangeable in accordance deposited on behalf of the purchasers of the Notes represented thereby with its terms for Definitive Notes together witha Common Depositary, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between duly executed by the Issuer and authenticated by the relevant Dealer(s) and, in Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each case, the Agency Agreement. (b) Each Temporary such Restricted Global Note shall be printed or typed and recorded in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive NotesSecurity Register, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas hereinafter provided. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a temporary Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (aeach, a “Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. Following (i) the expiration of the Restricted Period and (ii) receipt by the Trustee of certification in a form reasonably satisfactory to the Trustee that beneficial interests in such Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation S) or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (each, a “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes”). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The Notes aggregate principal amount of each Tranche will a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be represented increased or decreased by adjustments made by the Registrar on issue by either a single Schedule A to the applicable Regulation S Temporary Global Note or a single the applicable Regulation S Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeablecase may be, in accordance with its terms, for either Definitive Notes together with, where applicable, except and recorded in the case of Zero Coupon NotesSecurity Register, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Noteas hereinafter provided. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the The provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between “The Operating Procedures of the Issuer Euroclear System” and “Terms and Conditions governing use of Euroclear” and the relevant Dealer(s) and, “General Terms and Conditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in each case, the Agency Agreement. (b) Each Temporary Regulation S Global Note that are held by Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of each, a “Restricted Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Depositary, shall be and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate principal amount of any Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on behalf of the Issuing Schedule A to such Restricted Global Note and Paying Agent and shall, recorded in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicableSecurity Register, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas hereinafter provided. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (acollectively, the “Rule 144A Global Note”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depositary or a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Regulation S Notes shall be issued initially in the form of one or more global Notes (collectively, the “Regulation S Temporary Global Note” and together with the Regulation S Permanent Global Note (identified below) the “Regulation S Global Note”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Notes of each Tranche will be represented on issue by either a single Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note or a single and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, all as indicated contemplated by this Appendix A). Following the relevant Final Terms. Each termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeable, exchanged for beneficial interests in accordance a Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depositary. Simultaneously with its terms, for either Definitive Notes together with, where applicable, except in the case authentication of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a the Regulation S Permanent Global Note, in each case in accordance with the provisions of such Trustee shall cancel the Regulation S Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the The provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between “Operating Procedures of the Issuer Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the relevant Dealer(s) and, “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in each case, the Agency Agreement. (b) Each Regulation S Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms Security and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Regulation S Permanent Global Note shall be printed Security that are held by participants through Euroclear or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryClearstream.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (a) The Notes of each Tranche will be represented on issue by either a single Temporary including the Global Note or a single Permanent Legend thereon and the “Schedule of Exchanges of Interests in the Global Note, as indicated by ” attached thereto). Notes issued in definitive form shall be substantially in the relevant Final Termsform of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar or the Common Depositary, at the direction of the Trustee, in accordance with its terms, instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for either Definitive Notes together with, where applicable, except in all purposes and only registered Holders shall have rights under this Indenture and the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note through an Agent Member shall be exchangeable in accordance have no rights under this Indenture with its terms for Definitive Notes together with, where applicable, except in respect to any Global Note held on their behalf by the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) Common Depositary for Euroclear and Clearstream, Luxembourg in accordance with Clearstream or under the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and . The Common Depositary may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile treated by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf the Trustee, the Paying Agent, the Registrar and any agent of the Issuing and Paying Agent and shall, in foregoing as the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions absolute owner of the Issuing and Paying AgentGlobal Notes for all purposes whatsoever. Each Temporary Global Note so executed and authenticated Notwithstanding the foregoing, nothing herein shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of prevent the Issuer, shall be authenticated by the Trustee, the Paying Agent, the Registrar or on behalf any agent of the Issuing foregoing from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Depositary and Paying its Agent and shallMembers, in the case operation of customary practices of such Depositary governing the exercise of the rights of a Eurosystem-eligible NGN or in the case Holder of a Non-eligible NGN beneficial interest in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent any Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryNote.

Global Notes. Initial Notes and Initial Additional Notes issued in global form (aincluding the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) The Notes of each Tranche will be represented on issue by either a single Temporary substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note or a single Permanent Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as indicated appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the relevant Final Terms. Each Temporary Global Note shall be exchangeableTrustee or the Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated Holder thereof as required by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverySection 2.06 hereof. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.”

Global Notes. Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (athe “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Notes aggregate principal amount of each Tranche will be represented on issue by either a single Temporary the Restricted Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Regulation S Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a single Permanent custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Restricted Euro Global Note” and, together with the Restricted Dollar Global Note, as indicated by the relevant Final Terms. Each Temporary “Restricted Global Note Notes”), which shall be exchangeabledeposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Depositary, and registered in accordance with the name of the Common Depositary or its termsnominee, as the case may be, for either Definitive Notes together with, where applicable, except in the case accounts of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with the provisions Section 2.02) as hereinafter provided. The aggregate principal amount of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Restricted Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Euro Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold offered and sold in reliance on Regulation S shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A-2 hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A-2 hereto, except as otherwise permitted herein (Forms of the “Regulation S Euro Global and Definitive Note” and, together Regulation S Dollar Global Note, the “Regulation S Global Notes”), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Euro Notes represented thereby with the Common Depositary, shall be and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or on behalf its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Issuing Regulation S Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note and Paying Agent and shall, recorded in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicableSecurity Register, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas hereinafter provided. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes of each Tranche will be represented on issue by either a single Temporary If any Global Note is to be exchanged for other Notes or a single Permanent Global Notecancelled in whole, as indicated by the relevant Final Terms. Each Temporary Global Note it shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated surrendered by or on behalf of the Issuing and Paying Agent and shall, Depository or its nominee to the Security Registrar for exchange or cancellation as provided in Section 305 of the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation Indenture. If any Global Note is to be applicableexchanged for other Notes or cancelled in part, or if another Note is to be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary exchanged in whole or in part for a beneficial interest in any Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. Note, then either (ci) Each Permanent such Global Note shall be printed so surrendered for exchange or typed cancellation as provided in Section 305 of the Indenture or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 3.02(b) and as otherwise provided in the Indenture (as amended and supplemented by this Fourth Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon the written order of, and registered in such names as may be directed by, the Depository or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the eighth paragraph of Section 305 of the Indenture, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depository or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures. (b) Every Note authenticated and Definitive Notesdelivered upon registration of transfer of, Coupons and Talons) and may be or in exchange for or in lieu of, a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating or any portion thereof, whether pursuant to the Issuer and shall be signed manually this Article Three or in facsimile by a person duly authorised by the Issuer on behalf of the Issuerotherwise, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, delivered in the case form of, and shall be, a Global Note, unless such Note is registered in the name of a Eurosystem-eligible NGN or in Person other than the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Depository for such Global Note so executed and authenticated shall be or a binding and valid obligation of the Issuer and title thereto shall pass by deliverynominee thereof.

Global Notes. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent collectively, the “Rule 144A Global Note”) with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, as indicated by the relevant Final Terms. Each Temporary Global Note and Initial Notes initially resold pursuant to Regulation S shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except issued initially in the case form of Zero Coupon Notesone or more permanent Global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture (collectively, Coupons and, where applicable, Talons attached, or a Permanent the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(c) hereof, beneficial ownership interest in each case in accordance with the provisions of such Temporary Global Note. Each Permanent a Regulation S Global Note shall be exchangeable for interests in accordance with its terms for a Rule 144A Global Note or a Definitive Notes together with, where applicable, except Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of Zero Coupon Notesan exchange for a Definitive Note, Coupons in compliance with the requirements described in Section 2.4 and, where applicablesubject to Section 2.4 hereof, Talons attachedInitial Notes transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in registered form (collectively, in accordance with the provisions of such Permanent “IAI Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and”), in each casecase without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, the Agency Agreement. (b) Each Temporary Global Note which shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Initial Notes represented thereby with the Notes Custodian, shall be and registered in the name of the applicable Depositary or a nominee of the applicable Depositary, duly executed by the Issuers and authenticated by the Trustee or on behalf the Authentication Agent as provided in the Indenture. The Rule 144A Global Note, IAI Global Note and Regulation S Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN Global Notes may from time to time be increased or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated decreased by the common safekeeper acting adjustments made on the instructions records of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms Trustee and the Further Information relating to the Issuer and shall be signed manually applicable Depositary or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryits nominee as hereinafter provided.

Global Notes. (a) The Notes of each Tranche issued in global form will be represented on issue by either a single Temporary substantially in the form of Exhibit A hereto (including the Global Note or a single Permanent Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as indicated appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the relevant Final Terms. Each Temporary Global Note shall be exchangeableTrustee or the Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in instructions given by the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with Holder thereof as required by Section 2.06 hereof. The Company shall execute and the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attachedTrustee shall, in accordance with Section 2.02 hereof, authenticate and deliver the provisions Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Custodian. Participants shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or Trustee as the owner of such Permanent Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent or other agent of the Company or the Trustee from giving effect to any written certificate, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note. All Global Notes The Trustee shall be preparedhave no responsibility or obligation to any Holder, completed and delivered any member or Participant of DTC or any other Person with respect to a common depositary the accuracy of the records of DTC (or its nominee) or of any Participant or member thereof, with respect to any ownership interest in the case Notes or with respect to the delivery of a CGNany notice (including without limitation any notice of redemption) or common safekeeper the payment of any amount or delivery of any Notes (in the case of a NGNor other security or property) for Euroclear and Clearstream, Luxembourg in accordance under which or with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating respect to the Issuer Notes. The Trustee may rely (and shall be signed manually or fully protected in facsimile relying) upon information furnished by a person duly authorised by the Issuer on behalf of the IssuerDTC with respect to its members, shall be authenticated by or on behalf of the Issuing Participants and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryIndirect Participants. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of each Tranche will Rule 144A Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented on issue by either thereby with a single Temporary Global Note custodian of the Depositary, and registered in the name of the Depositary or a single Permanent nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as indicated custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the relevant Final TermsCompany and authenticated by the Trustee as hereinafter provided. Each The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeableexchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in instructions given by the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global NoteHolder thereof as required by Section 2.06 hereof. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the The provisions of the Programme Agreement "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel shall be applicable to interests in the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Cedel. The Trustee shall have no obligation to notify Holders of any such procedures or to another appropriate depositary monitor or enforce compliance with the same. Except as set forth in accordance with any other agreement between Section 2.06 hereof, the Issuer and the relevant Dealer(s) andGlobal Notes may be transferred, in each casewhole and not in part, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy only to another nominee of the relevant Final Terms and the Further Information relating Depositary or to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf successor of the Issuer, shall be authenticated by Depositary or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryits nominee. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of each Tranche the Corporate Units and are released from the Collateral Account will be represented on issue by either issued in permanent global form (a single Temporary Global Note or a single Permanent “Global Note”), and if issued as indicated one or more Global Notes, the Depositary shall be The Depository Trust Company or such other depositary as any officer of the Company may from time to time designate. On the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the re-creation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be made on the Schedule of Increases or Decreases in Note on the Global Notes held by the relevant Final TermsDepositary and on the Pledged Note held by the Collateral Agent. Each Temporary Notes represented by the Global Note shall Notes will be exchangeableexchangeable for Notes in certificated form only (x) if the Depositary (A) has notified the Company that it is unwilling or unable to continue as depository for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act and, in accordance with either case, a successor depository is not appointed by the Company within 90 days after such notice or cessation or (y) following the request of any Holder or Beneficial Owner of Corporate Units or Treasury Units seeking to exercise or enforce its termsrights under such Corporate Units or Treasury Units or (z) upon re-creation of Corporate Units; provided, subject to Section 2.03, that the Notes in certificated form so issued in exchange for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case denominations of a CGN) $1,000 or common safekeeper (in the case any whole multiple of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer $1,000 above that amount and shall be signed manually of like aggregate principal amount and tenor as the portion of the Global Note to be exchanged. Except as provided above, owners of beneficial interest in a Global Note will not be entitled to receive physical delivery of Notes in certificated form and will not be considered the Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depositary or in facsimile by a person duly authorised nominee of the Depositary, or to a successor Depositary selected or approved by the Issuer on behalf Company or to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the Issuer, fourth sentence of this Section 2.04 shall be authenticated by or on behalf of exchangeable for Notes in certificated form registered in such names as the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated Depositary shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverydirect. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered S-1 upward (collectively, the “Regulation S Global Note”), in each Tranche will case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered I-1 upward (collectively, the “IAI Global Note”) shall also be issued on issue the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by either a single Temporary the Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs after the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any Note without a single Permanent Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as indicated by the relevant Final Terms. a “Global Note” and are collectively referred to herein as “Global Notes.” Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in instructions given by the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions Holder thereof as required by Section 2.06 of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer Indenture and the relevant Dealer(sSection 2.3(c) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.this Appendix A.

Global Notes. (ai) The Dollar Notes issued in global form shall be substantially in the form of each Tranche will be represented on issue by either a single Temporary Exhibit A-1 hereto (including the Dollar Global Note or a single Permanent Legend thereon and the “Schedule of Exchanges of Interests in the Global Note, as indicated by ” attached thereto). Dollar Notes issued in definitive form shall be substantially in the relevant Final Termsform of Exhibit A-1 hereto (but without the Dollar Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Temporary Dollar Global Note shall represent such of the outstanding Dollar Notes as shall be exchangeablespecified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Dollar Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Dollar Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Dollar Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Dollar Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with its termsinstructions given by the Holder thereof as required by Section 2.06. (ii) Euro Notes issued in global form shall be substantially in the form of Exhibit A-2 hereto (including the Euro Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Euro Notes issued in definitive form shall be substantially in the form of Exhibit A-2 hereto (but without the Euro Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Euro Global Note shall represent such of the outstanding Euro Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Euro Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be reduced or increased, for either Definitive Notes together with, where as applicable, except to reflect exchanges and redemptions. Any endorsement of a Euro Global Note to reflect the amount of any increase or decrease in the case aggregate principal amount of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case outstanding Euro Notes represented thereby shall be made by the Common Depositary in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions Applicable Procedures of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency AgreementEuro Note Depositary. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Initial Notes offered and sold in reliance on Regulation S under the Securities Act (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent Global Note"Regulation S"), as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or substantially more permanent Global Notes in definitive, fully registered form without interest coupons with the form Global Notes Legend and Restricted Notes Legend set out forth in Part 1 of Schedule 2 Exhibit A hereto (Forms of the "Regulation S Global and Definitive NotesNote"), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Initial Notes represented thereby with the Trustee, shall be authenticated by at its New York office, as custodian, for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Issuing and Paying Agent and shallEuroclear System ("Euroclear") or Cedel Bank, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicablesociete anonyme ("Cedel"), be effectuated duly executed by the common safekeeper acting Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the instructions records of the Issuing Trustee and Paying Agentthe Depositary or its nominee as hereinafter provided. Each Temporary Global Note so executed Initial Notes offered and authenticated sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed issued initially in the form of one or substantially more permanent Global Notes in definitive, fully registered form without interest coupons with the form Global Notes Legend and Restricted Notes Legend set out forth in Part 2 of Schedule 2 Exhibit A hereto (Forms of "Rule 144A Global and Definitive NotesNote"), Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Initial Notes represented thereby with the Trustee, shall be at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by or on behalf the Trustee as hereinafter provided. The aggregate principal amount of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN Rule 144A Global Note may from time to time be increased or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated decreased by the common safekeeper acting adjustments made on the instructions records of the Issuing Trustee and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryDepositary or its nominee as hereinafter provided.

Global Notes. (a) The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of each Tranche will a 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. The Notes offered and sold in reliance on Regulation S shall be represented on issue issued initially in the form of the Dollar Regulation S Temporary Global Note, duly executed by either the Issuer and authenticated by the Trustee as hereinafter provided. The Regulation S Permanent Global Note that is issued in exchange for a single Regulation S Temporary Global Note or a single Permanent Global Note, as indicated pursuant to Section 2.02(b) hereof shall be duly executed by the relevant Final TermsIssuer, and authenticated by the Trustee as hereinafter provided. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive represent such aggregate principal amount of the outstanding Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note as shall be exchangeable in accordance with its terms for Definitive specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes together withfrom time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, where applicableas appropriate, except in by the case Trustee, the Registrar or the Paying Agent to reflect exchanges, repurchases, redemptions and transfers of Zero Coupon Notes, Coupons and, where applicable, Talons attachedinterests therein, in accordance with the terms of this Indenture. The terms and provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (contained in the case Notes will constitute, and are hereby expressly made, a part of a CGN) or common safekeeper (in the case of a NGN) for Euroclear this Indenture and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) andTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear or Clearstream and their Participants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the Global Notes may be transferred, in each casewhole and not in part, the Agency Agreement. (b) Each Temporary Global Note shall be printed only to a nominee or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy successor of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryCommon Depositary. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. 4(a)(2) Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered PP-1 upward (acollectively, the “4(a)(2) The Global Note”), the Rule 144A Notes shall be issued initially in the form of one or more permanent global Second Lien Exchangeable Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Second Lien Exchangeable Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each Tranche will case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Second Lien Exchangeable Notes represented on issue by either a single Temporary Global Note thereby with the Custodian, and registered in the name of the Depositary or a single Permanent nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Second Lien Exchangeable Notes Indenture. One or more global Second Lien Exchangeable Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued at the request of the Trustee, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Second Lien Exchangeable Notes Indenture to accommodate transfers of beneficial interests in the Second Lien Exchangeable Notes to IAIs subsequent to the initial distribution. Any 4(a)(2) Global Note, Rule 144A Global Note, IAI Global Note, Regulation S Global Note and Unrestricted Global Note is each referred to herein as indicated by the relevant Final Terms. a “Global Note” and are collectively referred to herein as “Global Notes.” Each Temporary Global Note shall represent such of the outstanding Second Lien Exchangeable Notes as shall be exchangeablespecified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Second Lien Exchangeable Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Second Lien Exchangeable Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Second Lien Exchangeable Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf Holder thereof as required by Section 2.06 of the Issuer, shall be authenticated by or on behalf this Second Lien Exchangeable Notes Indenture and Section 2.2(c) of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.this Appendix A.

Global Notes. Each Global Note will represent the aggregate principal amount of then outstanding Notes endorsed thereon and provide that it represents such aggregate principal amount of then outstanding Notes, which aggregate principal amount may, from time to time, be reduced or increased to reflect transfers, exchanges, conversions, redemptions or repurchases by the Company. Only the Trustee, or the custodian holding such Global Note for the Depositary, at the direction of the Trustee, may endorse a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of then outstanding Notes represented thereby, and whenever the Holder of a Global Note delivers instructions to the Trustee to increase or decrease the aggregate principal amount of then outstanding Notes represented by a Global Note in accordance with ‎Section 2.09 hereof, the Trustee, or the custodian holding such Global Note for the Depositary, at the direction of the Trustee, will endorse such Global Note to reflect such increase or decrease in the aggregate principal amount of then outstanding Notes represented thereby. None of the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent, the ‌ ​ ​ Company, the Guarantors or any agent of the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent, the Company or the Guarantors will have any responsibility or bear any liability or any obligation to any Agent Members or any other Person on whose behalf Agent Members may act with respect to (ai) The Notes any aspect of each Tranche the records relating to, or payments made on account of, the ownership of any beneficial interest in a Global Note (ii) any notice required hereunder, (iii) with respect to maintaining, supervising or reviewing any records relating to such beneficial interest, or (iv) any actions taken or not taken by any Agent Members. Neither any member of, or participant in, the Depositary (collectively, the “Agent Members”) nor any other Person on whose behalf an Agent Member may act will be represented on issue by either a single Temporary have any rights under this Indenture with respect to any Global Note or a single Permanent under such Global Note, and the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent and any agent of the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar, the Conversion Agent, or the Collateral Agent, may, for all purposes, treat the Depositary, or its nominee, if any, as indicated by the relevant Final Termsabsolute owner and Holder of such Global Note. Each Temporary The Holder of a Global Note shall be exchangeablemay grant proxies and otherwise authorize any Person, in accordance including Agent Members and Persons that may hold interests through Agent Members, to take any action that such Holder is entitled to take under this Indenture or the Notes with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent respect to such Global Note, and, notwithstanding the foregoing, nothing herein will prevent the Company, the Guarantors, the Trustee, the Collateral Agent, the Paying Agent, the Registrar, the Conversion Agent or any agent of the Company, the Guarantors, the Trustee, the Collateral Agent, the Registrar, the Conversion Agent or the Paying Agent from giving effect to any written certification, proxy or other authorization furnished by such Holder or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of their respective customary practices governing the exercise of the rights of a Holder of any interest in each case in accordance with the provisions of such Temporary any Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent collectively, the “Rule 144A Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note ”) and Regulation S Notes shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except issued initially in the case form of Zero Coupon one or more global Notes, Coupons andnumbered S-1 upward (collectively, where applicable, Talons attached, or a Permanent the “Regulation S Global Note”), in each case in accordance without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the provisions Custodian, and registered in the name of such Temporary Global Notethe Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Each Permanent Global Note Notes offered and sold to IAIs shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or more IAI Global Notes, substantially in the form set out forth in Part 1 of Schedule 2 (Forms of Exhibit A, deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Global Notes Legend and Definitive Notes, Coupons and Talons) and may be a facsimileRestricted Notes Legend. Each Temporary Beneficial ownership interests in the Regulation S Global Note shall have annexed thereto not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any Note without a copy Restricted Notes Legend until the expiration of the relevant Final Terms and Distribution Compliance Period. The Rule 144A Global Note, the Further Information relating to IAI Global Note, the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Regulation S Global Note so executed and authenticated shall be any Unrestricted Global Note are each referred to herein as a binding “Global Note” and valid obligation of the Issuer and title thereto shall pass by deliveryare collectively referred to herein as “Global Notes. (c) ” Each Permanent Global Note shall represent such of the outstanding Notes as shall be printed or typed specified in the form or substantially “Schedule of Exchanges of Interests in the form set out in Part 2 Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Schedule 2 (Forms Notes from time to time endorsed thereon and that the aggregate principal amount of Global outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and Definitive Notes, Coupons and Talons) and may be redemptions. Any endorsement of a facsimile. Each Permanent Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall have annexed thereto a copy be made by the Trustee or the Custodian, at the direction of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or Trustee, in facsimile by a person duly authorised accordance with instructions given by the Issuer on behalf Holder thereof as required by Section 2.06 of the Issuer, shall be authenticated by or on behalf Indenture and Section 2.3(c) of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.this Appendix A.

Global Notes. (a) The Dollar Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of each Tranche will a Dollar 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be represented issued initially in the form of the Dollar Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Euro Notes offered and sold in reliance on issue Rule 144A shall be issued initially in the form of a Euro 144A Global Note, duly executed by either the Issuer, and authenticated by the Trustee as hereinafter provided. Euro Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Euro Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Permanent Global Note that is issued in exchange for a single Regulation S Temporary Global Note or a single Permanent Global Note, as indicated pursuant to Section 2.02(b) hereof shall be duly executed by the relevant Final TermsIssuer, and authenticated by the Trustee as hereinafter provided. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive represent such aggregate principal amount of the outstanding Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note as shall be exchangeable in accordance with its terms for Definitive specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes together withfrom time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, where applicableas appropriate, except in by the case Trustee, the Registrar or the Principal Paying Agent to reflect exchanges, repurchases, redemptions and transfers of Zero Coupon Notes, Coupons and, where applicable, Talons attachedinterests therein, in accordance with the terms of this Indenture. The terms and provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (contained in the case Notes will constitute, and are hereby expressly made, a part of a CGN) or common safekeeper (in the case of a NGN) for Euroclear this Indenture and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) andTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Depositary and its Participants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the Global Notes may be transferred, in each casewhole and not in part, the Agency Agreement. (b) Each Temporary Global Note shall be printed only to a nominee or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy successor of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryDepositary. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Series A Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of each Tranche will one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If beneficial interests in any such 144A Global Note are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall so require, such beneficial interests shall be represented by an IAI Global Note having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be deposited on issue behalf of the beneficial owners of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by either the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a single written certificate from the Depository, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or a single Permanent IAI Global Note, all as indicated contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the relevant Final TermsCompany. Each Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeable, exchanged for beneficial interests in accordance one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with its terms, for either Definitive Notes together with, where applicable, except in the case authentication of Zero Coupon Regulation S Permanent Global Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Trustee shall cancel the Regulation S Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive represent such of the outstanding Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes as shall be preparedspecified therein, completed and delivered to a common depositary (in each shall provide that it shall represent the case aggregate amount of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.outstanding Notes from time

Global Notes. (ai) The Notes of each Tranche issued in global form will be represented on issue by either substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Upon the issuance of a single Temporary Regulation S Global Note or a single Permanent Rule 144A Global Note, as indicated (collectively, the “Global Notes” and each, a “Global Note”), the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the relevant Final TermsInitial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or, if the Notes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except instructions given by the Holder thereof as required by Section 2.07 of the Indenture and Section 2.2 of this Appendix. The Issuer has entered into a letter of representations with DTC in the case form provided by DTC and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures. (ii) So long as the Depositary is the registered owner of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent such Global Note, in each case in accordance with such Depositary will be considered the provisions sole owner or Holder of the Notes represented by such Temporary Global Note. Each Permanent Global Note for all purposes whatsoever, including under the Indenture and the Notes. Agent Members (x) will not be considered to be the owners or Holders of any Notes under the Indenture for any purpose and shall be exchangeable in accordance thus have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its terms for Definitive Notes together withCustodian, where applicable, except in or under the case of Zero Coupon Global Notes, Coupons and (y) except as set forth in Section 2.2 of this Appendix, will neither be entitled to have the Notes represented by such Global Note registered in their names nor will receive or be entitled to receive Definitive Notes. Accordingly, each Person owning a beneficial interest in a Global Note must rely on the procedures of the Depositary and, where applicableif such Person is not a Participant, Talons attachedon the procedures of the Participant through which such Person owns its interest, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case exercise any rights of a CGN) or common safekeeper (in Holder under the case of a NGN) for Euroclear and ClearstreamIndenture. Notwithstanding the foregoing, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note nothing herein shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of prevent the Issuer, shall be authenticated by the Trustee or on behalf any agent of the Issuing Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or impair, as between the Depositary and Paying its Agent and shallMembers, the operation of customary practices governing the exercise of the rights of a Holder of any Note. The Issuer understands that under existing industry practices, in the case event that the Issuer requests any action of Holders or that an owner of a Eurosystem-eligible NGN beneficial interest in a Global Note desires to give or in take any action which a holder is entitled to give or take under the case of a Non-eligible NGN in respect of which Indenture, the Issuer has notified Depositary would authorize the Issuing Participants holding the relevant beneficial interest to give or take such action and Paying Agent that effectuation is such Participants would authorize Indirect Participants owning through such Participants to be applicable, be effectuated by the common safekeeper acting on give or take such action or would otherwise act upon the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverybeneficial owners owning through them. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. The Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent the “Restricted Dollar Global Note”), as indicated which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, Issuer and authenticated by the Trustee (or its agent in accordance with its termsSection 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and recorded in the Security Register, for either Definitive as hereinafter provided. The Dollars Notes together withoffered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1 hereto, where applicablewith such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Regulation S Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the case name of Zero Coupon NotesDTC or its nominee, Coupons and, where applicable, Talons attached, duly executed by the Issuer and authenticated by the Trustee (or a Permanent Global Note, in each case its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the provisions Regulation S Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the Security Register, as hereinafter provided. The Euro Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-2 hereto, with such Temporary applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Restricted Euro Global Note. Each Permanent Global Note ”), which shall be exchangeable in accordance deposited on behalf of the purchasers of the Euro Notes represented thereby with its terms for Definitive Notes together withthe Common Depositary, where applicable, except and registered in the case name of Zero Coupon Notesthe Common Depositary or its nominee, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in as the case may be, for the accounts of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with the provisions Section 2.02) as hereinafter provided. The aggregate principal amount of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Restricted Euro Global Note shall may from time to time be printed increased or typed decreased by adjustments made by the Registrar on Schedule A to the Restricted Euro Global Note and recorded in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive NotesSecurity Register, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas hereinafter provided. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes shall be issued initially in the form of each Tranche will one or more fully registered Global Securities, which shall be deposited on behalf of the holders of the Notes represented thereby with DTC and registered in the name of Cede & Co., DTC’s nominee, duly executed by the Company, authenticated by the Trustee and with guarantees endorsed thereon as hereinafter provided. The aggregate principal amount of outstanding Notes may from time to time be increased or decreased by adjustments made on issue the records of the Trustee and DTC or its nominee as hereinafter provided. Initial Notes offered and sold by either the Company to QIBs in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Private Placement Legend (the “Restricted Global Note”). Initial Notes offered and sold by the Company to Non-U.S. Persons in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Regulation S Legend (the “Regulation S Global Note”). Exchange Notes issued pursuant to the Exchange Offer (as defined in the Registration Rights Agreement) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law, but such Global Note need not bear the Private Placement Legend or the Regulation S Legend. Notes issued after the Original Issue Date (as defined in the form of Global Note attached hereto as Exhibit A) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear any legends required by Section 2.3(c) and any legends required by applicable law. If a single Temporary beneficial interest in the Restricted Global Note or a single Permanent the Regulation S Global Note is to be transferred after the relevant Resale Restriction Termination Date with respect to such Note, as indicated by the Registrar shall reflect on its books and records the date and (A) a decrease in the principal amount of the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except an amount equal to the principal amount of the beneficial interest in the case relevant Global Note to be transferred and (B) an increase in the principal amount of Zero Coupon Notesa Global Note that does not bear the Private Placement Legend or the Regulation S Legend in an amount equal to the principal amount of the beneficial interest being so transferred, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case unless definitive notes shall have been issued in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note next paragraph, in which case the beneficial interest to be transferred shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except issued in the case form of Zero Coupon Notes, Coupons and, where applicable, Talons attached, one or more fully registered definitive Notes in accordance with the provisions of such Permanent Global Noteterms hereof. All The Global Notes shall may not be preparedtransferred except by DTC, completed in whole and delivered not in part, to another nominee of DTC or to a common depositary (in successor of DTC or its nominee. If at any time DTC notifies the case Company that DTC is unwilling to continue as the Depositary for the Global Notes or ceases to be a clearing agency, or if the Company so elects or if there is an Event of Default under the Notes, then the Company shall execute, and the Trustee shall, upon receipt of a CGN) or common safekeeper (Company Order for authentication, authenticate and deliver, definitive Notes in an aggregate principal amount equal to the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions principal amount of the Programme Agreement or to another appropriate depositary Global Notes in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary exchange for such Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating which DTC will distribute to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryits participants. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each Tranche will case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be represented deposited on issue by either a single Temporary Global Note behalf of the purchasers of the Notes with the Custodian, and registered in the name of the Depositary or a single Permanent nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date in accordance with an Authentication Order of the Company, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture, to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as indicated by the relevant Final Terms. a “Global Note” and are collectively referred to herein as “Global Notes.” Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified in the “Schedule of Increase and Decreases in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect additional issuances, transfers, exchanges, redemptions and payments. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, the Custodian or the Depositary, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf Holder thereof as required by Section 2.06 of the Issuer, shall be authenticated by or on behalf this Indenture and Section 2.2(c) of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.this Appendix A.

Global Notes. (a) Initial Notes offered and sold in reliance on Rule ------------ 144A shall be issued in the form of one or more U.S. Global Notes, deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Notes aggregate principal amount of each Tranche will be represented on issue by either a single Temporary the U.S. Global Note may from time to time be increased or a single Permanent decreased by adjustments made on Schedule A to each Global Note, as indicated hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more International Global Notes deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the relevant Final TermsCompany and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the International Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Unrestricted Global Notes shall be issued in accordance with Section 2.07(b)(iii), 2.07(d)(iii) and 2.07(f), and shall be deposited with the Common Depositary, as custodian for the Depositaries or their respective nominees, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified therein and each shall provide that it shall represent the aggregate principal amount outstanding of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, in accordance with its termsas appropriate, for either Definitive Notes together withto reflect exchanges, where applicabletransfers of interests therein, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case redemptions and repurchases in accordance with the provisions terms of such Temporary Global Notethis Indenture. Each Permanent Any endorsement of Schedule A to a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Notes represented thereby shall be exchangeable made by the Trustee, the Paying Agent or the Registrar in accordance with its terms for Definitive Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.11 (Limitation on Asset Sales) and 4.12 (Repurchase of Notes together withupon a Change of Control) hereof. Except as set forth in Section 2.07(a) hereof, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attachedGlobal Notes may be transferred, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be preparedwhole and not in part, completed and delivered only to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions successor of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency AgreementCommon Depositary. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (ai) The Notes All of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form of one or substantially in the form set out in Part 1 of Schedule 2 (Forms of more Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as Securities Custodian for the depositary, DTC (such depositary, or any successor thereto, being hereinafter referred to as the “Depositary”), and registered in the name of its nominee, Cede & Co., or as otherwise instructed by the Depositary duly executed by the Company and authenticated by the Trustee as hereinafter provided. A Global Note may be transferred, in whole or in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee. Beneficial interest in a Global Note may be held directly through the Depositary if such Holder is a participant in the Depositary, or indirectly through organizations that are participants in the Depositary. Transfers between participants shall be authenticated by or on behalf effected in the ordinary way in accordance with Applicable Procedures and shall be settled in clearing house funds. The aggregate principal amount of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN Global Notes may from time to time be increased or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated decreased by the common safekeeper acting adjustments made on the instructions records of the Issuing Securities Custodian and Paying Agent. Each Temporary Global Note so executed the Depositary as hereinafter provided, subject in each case to compliance with the Applicable Procedures and authenticated shall be a binding and valid obligation the provisions of the Issuer and title thereto shall pass by deliverythis Indenture. (cii) Each Permanent Global Note shall represent such of the outstanding Notes as shall be printed specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or typed increased, as appropriate, to reflect exchanges, purchases, repurchases or conversions of such Notes. Any adjustment of the aggregate principal amount of a Global Note to reflect the amount of any increase or decrease in the form or substantially amount of outstanding Notes represented thereby shall be made by the Trustee in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer accordance with Applicable Procedures and shall be signed manually or in facsimile by a person duly authorised by made on the Issuer on behalf records of the Issuer, shall be authenticated by or on behalf of Trustee and the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryDepositary.

Global Notes. (a) The Any Notes that are no longer part of each Tranche New PEPS Units will be issued initially in the form of one or more Global Notes (the "Global Notes") registered in the name of the Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented on issue by either Global Notes, the Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a single Temporary Company Order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or a single Permanent Notes in exchange for such Global Note, as indicated by Senior or Notes. Upon exchange of the relevant Final Terms. Each Temporary Global Note shall be exchangeableor Notes for such Notes in definitive registered form without coupons, in accordance with its termsauthorized denominations, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global or Notes shall be preparedcancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, completed and delivered pursuant to a common depositary (instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the case Corporation, the Guarantor, the Trustee or any agent of the Corporation, the Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form maintaining, supervising or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information reviewing any records relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverysuch beneficial ownership interest. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes distributed to QIBs in reliance on Rule 144A shall be issued initially in the form of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent 144A Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as indicated custodian for the Depositary, at its New York corporate trust office, duly executed by the relevant Final TermsCompany and authenticated by the Trustee as hereinafter provided. Each Notes distributed in reliance on Regulation S shall be issued initially in the form of the Temporary Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, at its New York corporate trust office, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Temporary Regulation S Global Note will be exchangeable for a single permanent Regulation S Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Note") on a date otherwise in compliance with Regulation S upon written certification that the beneficial interests in such Regulation S Global Note are owned by Non-U.S. persons. Notes distributed to Institutional Accredited Investors who are not QIBs (excluding Non-U.S. Persons) shall be issued initially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit B (the "Restricted Definitive Registered Note"). Definitive Registered Notes issued to Non-U.S. Persons in exchange for interests in the Regulation S Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or of permanent certificated Notes in registered form substantially in the form set out forth in Part 1 Exhibit B (the "Regulation S Definitive Registered Note"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Schedule 2 (Forms each of the Global and Definitive Notes, Coupons and Talons) and Notes may from time to time be a facsimileincreased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Each Temporary Global Note shall have annexed thereto a copy represent such of the relevant Final outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount at ma- turity of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount at maturity of outstanding Notes represented thereby shall be made by the Trustee in accordance with written instructions given by the Holder thereof as required by Section 2.7 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the Further Information relating to the Issuer "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel shall be signed manually or applicable to interests in facsimile by a person duly authorised the Regulation S Global Note that are held by the Issuer on behalf Participants through Euroclear or Cedel. Except as set forth in Section 2.7(a) hereof, the Global Notes may be transferred, in whole and not in part, only to a successor of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryDepositary. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Notes (aincluding Secondary Notes) The Notes shall be issued initially in global form substantially in the form of each Tranche will be represented on issue by either a single Temporary Exhibit A attached hereto (including, without limitation, the Global Note or a single Permanent Legend and the "Schedule of Exchanges of Interests in the Global Note" attached thereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its [New York] office, as indicated custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of Participants, duly executed by the relevant Final TermsCompany and authenticated by the Trustee as hereinafter provided. Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and the issuance of Secondary Notes. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as the case may be, as herein provided. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated Holder thereof as required by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverySection 2.06 hereof. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. The Notes issued in global form, without interest coupons, shall be substantially in the form of Exhibit A attached hereto (aincluding the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). (i) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of each Tranche one or more 144A Global Notes, which shall be deposited with, or on behalf of, DTC, or will remain in the custody of the Trustee, as custodian, pursuant to an agreement between DTC and the Trustee. (ii) The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes, which shall be deposited with, or on behalf of, the Trustee as custodian for DTC. (iii) In connection with the resale of Notes to an Institutional Accredited Investor, beneficial interests in any of the Global Notes may be exchanged for interests in a separate note in registered form, without interest coupons (the “IAI Global Note”), which will be represented deposited with, or on issue behalf of, a custodian for DTC as described in (i) and (ii) above. (iv) Unrestricted Global Notes shall be issued in accordance with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be deposited, duly executed by either a single Temporary the Company and authenticated by the Trustee as hereinafter provided. (v) Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note or a single Permanent Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note, as indicated by the relevant Final Terms” attached thereto). Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby (including as a result of the payment of PIK Interest) shall be made by the Trustee or other custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated Holder thereof as required by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverySection 2.06 hereof. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (athe “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Notes aggregate principal amount of each Tranche will be represented on issue by either a single Temporary the Restricted Global Note may from time to time be increased or a single Permanent decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes, with such applicable legends as are provided in Exhibit A hereto (the “Temporary Regulation S Global Note, as indicated by the relevant Final Terms”). Each Temporary Regulation S Global Note shall be exchangeableregistered in the name of the Depositary or its nominee, as the case may be, and deposited on behalf of the purchasers of the Notes represented thereby with the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with its termsSection 2.02) as hereinafter provided, for either Definitive Notes together withcredit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary of the depositaries of Euroclear and Clearstream, where applicable, except for the credit to the respective accounts of owners of beneficial interests in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Regulation S Global Note. Each Permanent The aggregate principal amount of the Temporary Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Temporary Regulation S Global Note and recorded in the Security Register, as hereinafter provided. On or after the termination of the Restricted Period, beneficial interests in the Temporary Regulation S Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, (in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (requirements set forth in the case of a CGN) or common safekeeper (in the case of a NGNSection 2.06(b)) for Euroclear and Clearstream, Luxembourg an equal amount of beneficial interests in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary a corresponding unrestricted Global Note shall be printed or typed in the form or substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the “Regulation S Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Depositary, shall be and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or on behalf an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided, for credit to the respective accounts of the Issuing purchasers (or to such other accounts as they may direct) at the Depositary of the depositaries of Euroclear and Paying Agent and shallfor Clearstream, for credit to the respective accounts of owners of beneficial interests in such Regulation S Global Note. Once all interests in the case of a Eurosystem-eligible NGN or Temporary Regulation S Global Note have been exchanged for interests in the case Regulation S Global Note, the Trustee shall cancel the Temporary Regulation S Global Note if requested to do so upon an Issuer Order. The aggregate principal amount of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is Regulation S Global Note may from time to time be applicable, be effectuated increased or decreased by adjustments made by the common safekeeper acting Registrar on Schedule A to the instructions of the Issuing and Paying Agent. Each Temporary Regulation S Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed recorded in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive NotesSecurity Register, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas hereinafter provided.

Global Notes. (a) The If Notes of each Tranche will are eligible for book-entry settlement with the Depositary, such Notes may be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary in accordance with this Indenture (including the restrictions on issue transfer set forth herein) and the procedures of the Depositary therefor. (b) A Global Note may not be transferred as a whole or in part except (i) by either the Depositary to a single Temporary nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a single Permanent portion thereof for one or more Physical Notes in accordance with this Appendix A. (c) The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, as indicated by the relevant Final Terms. Each Temporary each Global Note shall be exchangeableissued to the Depositary, registered in accordance the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. (d) If (i) the Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of Default with respect to the Notes has occurred and is continuing and a beneficial owner of any Note requests that its termsbeneficial interest therein be issued as a Physical Note, the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate, an Opinion of Counsel, and a Company Order for either Definitive Notes together withthe authentication and delivery of Notes, where applicable, except shall authenticate and deliver (x) in the case of Zero Coupon Notesclause (iii), Coupons and, where applicable, Talons attached, or a Permanent Global Note, Physical Note to such beneficial owner in each case in accordance with a principal amount equal to the provisions principal amount of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except corresponding to such beneficial owner’s beneficial interest and (y) in the case of Zero Coupon clause (i) or (ii), Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, Coupons andand upon delivery of the Global Notes to the Trustee such Global Notes shall be canceled. (e) Physical Notes issued in exchange for all or a part of the Global Note pursuant to this Section 1.2 of Appendix A shall be registered in such names and in such authorized denominations as the Depositary, where applicablepursuant to instructions from its direct or indirect participants or otherwise, Talons attachedor, in the case of clause (iii) of the immediately preceding paragraph, the relevant beneficial owner, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the Persons in whose names such Physical Notes are so registered. (f) At such time as all interests in a Global Note have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, converted, canceled, repurchased, redeemed or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the provisions of standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in by the case of a CGN) Trustee or common safekeeper (in the case of a NGN) for Euroclear and ClearstreamCustodian, Luxembourg in accordance with at the provisions direction of the Programme Agreement Trustee, to reflect such reduction or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreementincrease. (bg) None of the Company, the Trustee (acting in any capacity) or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any action or inaction of the Depositary. Each Temporary Note that is a Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating subject to the Issuer and shall be signed manually or restrictions on transfer set forth in facsimile by a person duly authorised by this Section 1.2 of Appendix A (including the Issuer on behalf of the Issuerlegend set forth below): THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, shall be authenticated by or on behalf of the Issuing and Paying Agent and shallAND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicableIN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying AgentEXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (ch) Each Permanent Any temporary Note that is a Global Note issued pursuant to Regulation S shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating subject to the Issuer and shall be signed manually or restrictions on transfer set forth in facsimile by a person duly authorised by this Section 1.2(h) of Appendix A (including the Issuer on behalf of the Issuerlegend set forth below): THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, shall be authenticated by or on behalf of the Issuing and Paying Agent and shallAND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, in the case of a EurosystemARE AS SPECIFIED IN THE INDENTURE. THE HOLDER OF THIS NOTE BY ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IF IT IS A PURCHASER IN A SALE THAT OCCURS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OF THE SECURITIES ACT, IT ACKNOWLEDGES THAT, UNTIL EXPIRATION OF THE “40-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicableDAY DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF RULE 903 OF REGULATION S, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryANY OFFER OR SALE OF THIS NOTE SHALL NOT BE MADE BY IT TO A U.S. PERSON TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902(k) UNDER THE SECURITIES ACT.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A (a) The Notes of each Tranche will be represented on issue by either a single Temporary and shall include the Global Note or a single Permanent Legend thereon and the “Schedule of Exchanges of Interests in the Global Note, as indicated by ” attached thereto). Notes issued in definitive form shall be substantially in the relevant Final Termsform of Exhibit A (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Common Depositary at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in instructions given by the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global NoteHolder thereof as required by Section 2.07(i). Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary initially issued as Global Note Notes which shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or the nominee of the Common Depositary for the accounts of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed issued initially in the form or substantially of the Legended Regulation S Global Note. Following the termination of the Restricted Period, beneficial interests in the form set out Legended Regulation S Global Note may be exchanged for beneficial interests in Part 2 Unlegended Regulation S Global Notes pursuant to Section 2.07 and the Applicable Procedures. Simultaneously with the authentication of Schedule 2 (Forms of Unlegended Regulation S Global and Definitive Notes, Coupons and Talons) and may be a facsimilethe Common Depositary shall cancel the Legended Regulation S Global Note. Each Permanent Global Note shall have annexed thereto a copy The aggregate principal amount of the relevant Final Terms and Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf records of the IssuerCommon Depositary or its nominee, shall be authenticated by or on behalf of as the Issuing and Paying Agent and shallcase may be, in the case connection with transfers of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryinterest as hereinafter provided.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in fully registered form (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent collectively, the “Rule 144A Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note ”) and Regulation S Notes shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except issued initially in the case form of Zero Coupon Notesone or more permanent global Notes in fully registered form (collectively, Coupons and, where applicable, Talons attached, or a Permanent the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and the applicable restricted securities legend set forth in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note Exhibit A hereto, which shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuer, shall be authenticated by or on behalf purchasers of the Issuing Notes represented thereby with the Custodian, and Paying Agent and shall, registered in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions name of the Issuing and Paying Agent. Each Temporary Global Note so Depositary or a nominee of the Depositary, duly executed and authenticated shall be a binding and valid obligation of by the Issuer and title thereto authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall pass also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by delivery. (c) Each Permanent the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be printed or typed exchangeable for interests in the form or substantially in Rule 144A Global Note, the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent IAI Global Note shall have annexed thereto or any other Note without a copy Restricted Notes Legend until the expiration of the relevant Final Terms Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any global notes in fully registered form without the Restricted Notes Legend are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Further Information relating to the Issuer Depositary or its nominee and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title schedules thereto shall pass by deliveryas hereinafter provided.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (a) The Notes of each Tranche will be represented on issue by either a single Temporary and shall include the Global Note or a single Permanent Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note represents such of the outstanding Notes as shall be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as indicated appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the relevant Final Terms. Each Temporary Global Note shall be exchangeableTrustee or, if the Custodian and the Trustee are not the same Person, by the Custodian at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except instructions given by the Holder thereof as required by Section 2.07 hereof. Any Global Note may be endorsed with or have incorporated in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, text thereof such legends or a Permanent Global Note, in each case in accordance recitals or changes not inconsistent with the provisions of such Temporary Global Note. Each Permanent Global Note shall this Indenture as may be exchangeable required by the Trustee, the Depositary or by the National Association of Securities Dealers, Inc. in accordance order for the Notes to be tradable on PORTAL or tradable on Euroclear or Clearstream or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or Regulation S under the Securities Act or required to comply with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance any applicable law or any regulation thereunder or with the provisions rules and regulations of such Permanent Global Note. All Global any securities exchange or automated quotation system upon which the Notes shall may be prepared, completed and delivered to a common depositary (in the case of a CGN) listed or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement traded or to another appropriate depositary in accordance conform with any other agreement between the Issuer and the relevant Dealer(s) andusage with respect thereto, in each case, the Agency Agreementor to indicate any special limitations or restrictions to which any particular Notes are subject. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent collectively, the “Rule 144A Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note ”) and Regulation S Notes shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except issued initially in the case form of Zero Coupon one or more global Notes, Coupons andnumbered RS-1 upward (collectively, where applicable, Talons attached, or a Permanent the “Regulation S Global Note”), in each case in accordance with without interest coupons and bearing the provisions of such Temporary Global Note. Each Permanent Global Note Notes Legend and Restricted Notes Legend, which shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuer, shall be authenticated by or on behalf purchasers of the Issuing Notes represented thereby with the Custodian, and Paying Agent and shall, registered in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions name of the Issuing and Paying Agent. Each Temporary Global Note so Custodian or a nominee of the Custodian, duly executed and authenticated shall be a binding and valid obligation of by the Issuer and title thereto shall pass authenticated by deliverythe Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) may also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Custodian or a nominee of the Custodian, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes. (c) ” Each Permanent Global Note shall represent such of the outstanding Notes as shall be printed or typed specified in the form or substantially “Schedule of Exchanges of Interests in the form set out in Part 2 Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Schedule 2 (Forms Notes from time to time endorsed thereon and that the aggregate principal amount of Global outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and Definitive Notes, Coupons and Talons) and may be redemptions. Any endorsement of a facsimile. Each Permanent Global Note shall have annexed thereto a copy to reflect the amount of any increase or decrease in the relevant Final Terms and the Further Information relating to the Issuer and aggregate principal amount of outstanding Notes represented thereby shall be signed manually or in facsimile by a person duly authorised made by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, or the Registrar in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated accordance with instructions given by the common safekeeper acting on the instructions holder thereof as required by Section 2.06 of the Issuing this Indenture and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation Section 2.2(c) of the Issuer and title thereto shall pass by delivery.this Appendix A.

Global Notes. Notes transferred in reliance on Regulation S under the Securities Act (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent Global Note"REGULATION S"), as indicated by the relevant Final Terms. Each Temporary Global Note provided in Section 2.07(a)(ii) hereof, shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued in the form of one or substantially more permanent Global Notes in definitive, fully registered form without interest coupons with the form Global Notes Legend and Restricted Notes Legend set out forth in Part 1 of Schedule 2 Exhibit A hereto (Forms of Global and Definitive Notesthe "REGULATION S GLOBAL NOTE"), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuertransferee of the Notes represented thereby with the Trustee, shall be authenticated by at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Issuing and Paying Agent and shallEuroclear System ("EUROCLEAR") or Cedelbank ("CEDEL"), in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated duly executed by the common safekeeper acting Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the instructions records of the Issuing Trustee and Paying Agentthe Depositary or its nominee as hereinafter provided. Each Temporary Global Note so executed and authenticated Notes transferred to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in Section 2.07(a)(ii) hereof, shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed issued in the form of one or substantially more permanent Global Notes in definitive, fully registered form without interest coupons with the form Global Notes Legend and Restricted Notes Legend set out forth in Part 2 of Schedule 2 Exhibit A hereto (Forms of Global and Definitive Notes"RULE 144A GLOBAL NOTE"), Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes 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, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notwithstanding the foregoing, for so long as the Purchasers hold the Notes, the Notes shall be authenticated held by or on behalf of the Issuing and Paying Agent and shall, them in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverycertificated form.

Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent the "Restricted Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as indicated the case may be, duly executed by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, Issuer and authenticated by the Trustee (or its agent in accordance with its termsSection 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, for either Definitive as hereinafter provided. Notes together withoffered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, where applicablewith such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the "Regulation S Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case of Zero Coupon Notesmay be, Coupons and, where applicable, Talons attached, duly executed by the Issuer and authenticated by the Trustee (or a Permanent Global Note, in each case an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the provisions Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. If and when issued, Exchange Notes offered to Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such Temporary applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the "Exchange Global Note. Each Permanent Global Note "), which shall be exchangeable deposited on behalf of the Holders of the Exchange Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with its terms for Definitive Notes together with, where applicable, except Section 2.02) as hereinafter provided. The aggregate principal amount of the Exchange Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Exchange Global Note and recorded in the case Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of Zero Coupon Notesany Original Note remaining outstanding after the consummation of an Exchange Offer, Coupons andthe Registrar shall deliver such new Original Note only in global form, where applicablesubject to Section 2.10, Talons attached, and such new Original Note shall continue to bear the applicable legends set forth in accordance with the provisions of such Permanent Global NoteExhibit A hereto. All Global Notes shall be prepared, completed and delivered to a common depositary (in In the case of a CGNRestricted Global Note, such legends shall include the private placement legend unless (x) the appropriate period referred to in Rule 144(k) under the Securities Act has elapsed or common safekeeper (in y) there is delivered to the case Registrar an opinion of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or counsel reasonably satisfactory to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) andTrustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, in each caseexchange or replacement of any Note pursuant to a Shelf Registration Statement, the Agency Agreement. (b) Each Temporary Global Registrar shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to bear the private placement legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be printed or typed reflected in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Exchange Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryNote. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (athe “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Notes aggregate principal amount of each Tranche will be represented on issue by either a single Temporary the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided, including in connection with a single Permanent PIK Payment. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes, with such applicable legends as are provided in Exhibit A hereto (the “Temporary Regulation S Global Note, as indicated by the relevant Final Terms”). Each Temporary Regulation S Global Note shall be exchangeableregistered in the name of the Depositary or its nominee, as the case may be, and deposited on behalf of the purchasers of the Notes represented thereby with the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with its termsSection 2.02) as hereinafter provided, for either Definitive Notes together withcredit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary or the depositaries of Euroclear and Clearstream, where applicable, except for the credit to the respective accounts of owners of beneficial interests in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Regulation S Global Note. Each Permanent The aggregate principal amount of the Temporary Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Temporary Regulation S Global Note and recorded in the Security Register, as hereinafter provided, including in connection with a PIK Payment. On or after the termination of the Restricted Period, beneficial interests in the Temporary Regulation S Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, (in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (requirements set forth in the case of a CGN) or common safekeeper (in the case of a NGNSection 2.06(b)) for Euroclear and Clearstream, Luxembourg an equal amount of beneficial interests in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary a corresponding unrestricted Global Note shall be printed or typed in the form or substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the “Regulation S Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Depositary, shall be and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or on behalf an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided, for credit to the respective accounts of the Issuing purchasers (or to such other accounts as they may direct) at the Depositary or the depositaries of Euroclear and Paying Agent and shallfor Clearstream, for credit to the respective accounts of owners of beneficial interests in such Regulation S Global Note. Once all interests in the case of a Eurosystem-eligible NGN or Temporary Regulation S Global Note have been exchanged for interests in the case Regulation S Global Note, the Trustee shall cancel the Temporary Regulation S Global Note if requested to do so upon an Issuer Order. The aggregate principal amount of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is Regulation S Global Note may from time to time be applicable, be effectuated increased or decreased by adjustments made by the common safekeeper acting Registrar on Schedule A to the instructions of the Issuing and Paying Agent. Each Temporary Regulation S Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed recorded in the form or substantially Security Register, as hereinafter provided, including in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be connection with a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryPIK Payment.

Global Notes. (a) The Series A Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of each Tranche will one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. If beneficial interests in any such 144A Global Note are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall so require, such beneficial interests shall be represented by an IAI Global Note having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be deposited on issue behalf of the beneficial owners of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by either the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a single written certificate from the Depository, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or a single Permanent IAI Global Note, all as indicated contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the relevant Final TermsCompany. Each Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeable, exchanged for beneficial interests in accordance one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with its terms, for either Definitive Notes together with, where applicable, except in the case authentication of Zero Coupon Regulation S Permanent Global Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Trustee shall cancel the Regulation S Temporary Global Note. Each Permanent Global Note shall represent such of the outstanding Notes as shall be exchangeable in accordance with its terms for Definitive specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Notes together withfrom time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, where applicableas appropriate, except to reflect exchanges, redemptions, repurchases and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the case amount of Zero Coupon Notesoutstanding Notes represented thereby shall be made by the Trustee, Coupons and, where applicable, Talons attachedas Registrar and Note Custodian, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated Holder thereof as required by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverySection 2.06 hereof. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (acollectively, the “Rule 144A Global Note”) The and Regulation S Notes shall be issued initially in the form of one or more global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each Tranche will case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented on issue by either a single Temporary Global Note thereby with the Custodian, and registered in the name of the Depositary or a single Permanent nominee of the Depositary, duly executed by the Partnership and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued at the request of the Trustee, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Partnership and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as indicated by the relevant Final Terms. a “Global Note” and are collectively referred to herein as “Global Notes.” Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated Holder thereof as required by the common safekeeper acting on the instructions Indenture and Section 2.2(c) of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.this Appendix A.

Global Notes. Notes offered and sold to qualified institutional buyers as defined in Rule 144A (a"QIBs") in reliance on Rule 144A shall be issued initially in the form of Rule 144A Global Notes (the "U.S. Global Notes"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary at its New York office (or with the Trustee as custodian for the Notes), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of each Tranche will the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on issue behalf of the Euroclear System ("Euroclear") or CEDEL, S.A. ("Cedel Bank"), duly executed by either the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a single written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note or (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a single Permanent beneficial ownership interest in a U.S. Global Note, all as indicated contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officer's Certificate from the relevant Final TermsCompany. Each Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeableexchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian (as hereinafter defined), at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in instructions given by the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global NoteHolder thereof as required by Section 2.06 hereof. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the The provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between "Operating Procedures of the Issuer Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the relevant Dealer(s) and, "Management Regulations" and "Instructions to Participants" of Cedel Bank shall be applicable to interests in each case, the Agency Agreement. (b) Each Regulation S Temporary Global Note shall be printed and the Regulation S Permanent Global Notes that are held by the Agent Members through Euroclear or typed Cedel Bank. Except as set forth in Section 2.06 hereof, the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and Notes may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy transferred, in whole and not in part, only to another nominee of the relevant Final Terms and the Further Information relating Depositary or to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf successor of the Issuer, shall be authenticated by Depositary or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryits nominee. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Any Notes that are no longer part of each Tranche Income PRIDES will be represented on issue by either a single Temporary issued initially in the form of one or more Global Note Securities (the "Global Notes") registered in the name of the Depositary or its nominee. Unless and until it is exchanged for the Notes in registered form, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a single Permanent Global Notenominee of the Clearing Agency, as indicated or to a successor Clearing Agency selected or approved by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, Company or to a Permanent Global Note, in each case in accordance with the provisions nominee of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreementsuccessor Clearing Agency. (b) Each Temporary If at any (i) time the Clearing Agency notifies the Company that it is unwilling or unable to continue as a Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Company becoming aware of the Clearing Agency's ceasing to be so registered, (iii) the Company, in its sole discretion, determines that the Global Notes shall be so exchangeable or (iv) there shall have occurred and be continuing an Event of Default, the Company will execute, and subject to Article II of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. Upon exchange of the Global Note for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised cancelled by the Issuer on behalf of Trustee. Such Notes in definitive registered form issued in exchange for the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or typed in indirect participants or otherwise, shall instruct the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimileTrustee. Each Permanent Global Note The Trustee shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating deliver such Securities to the Issuer and shall be signed manually or Clearing Agency for delivery to the Persons in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note whose names such Securities are so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryregistered.

Global Notes. (a) The Notes of each Tranche issued in global form will be represented on issue by either a single Temporary substantially in the form of Exhibit A hereto (including the Global Note or a single Permanent Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as indicated appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the relevant Final Terms. Each Temporary Global Note shall be exchangeableTrustee or the Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in instructions given by the case of Zero Coupon Notes, Coupons and, where applicable, Talons attachedHolder thereof as required by Section 2.06 hereof. Members of, or a Permanent participants in, the Depositary (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, in each case in accordance with and the provisions Depositary may be treated by the Issuers, the Trustee and any agent of such Temporary Global Note. Each Permanent the Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall be exchangeable in accordance with its terms for Definitive Notes together withprevent the Issuers, where applicablethe Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, except in proxy or other authorization furnished by the case Depositary or impair, as between the Depositary and Participants, the operation of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with customary practices governing the provisions exercise of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case rights of a CGN) or common safekeeper (in the case Holder of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency AgreementNote. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a temporary Global Note substantially in the form of Exhibit A-1 hereto, in the case of the 2019 Notes, and Exhibit A-2 hereto, in the case of the 2021 Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the 2019 Notes, and Exhibit A-2 hereto, in the case of the 2021 Notes, except as otherwise permitted herein (aeach, a “Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. Following (i) the expiration of the Restricted Period and (ii) receipt by the Trustee of certification in a form reasonably satisfactory to the Trustee that beneficial interests in such Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation S) or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note in the form of Exhibit A-1 hereto, in the case of the 2019 Notes, and Exhibit A-2 hereto, in the case of the 2021 Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the 2019 Notes, and Exhibit A-2 hereto, in the case of the 2021 Notes, except as otherwise permitted herein (each, a “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes”). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The Notes aggregate principal amount of each Tranche will a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be represented increased or decreased by adjustments made by the Registrar on issue by either a single Schedule A to the applicable Regulation S Temporary Global Note or a single the applicable Regulation S Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Note shall be exchangeablecase may be, in accordance with its terms, for either Definitive Notes together with, where applicable, except and recorded in the case of Zero Coupon NotesSecurity Register, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Noteas hereinafter provided. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the The provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between “The Operating Procedures of the Issuer Euroclear System” and “Terms and Conditions governing use of Euroclear” and the relevant Dealer(s) and, “General Terms and Conditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in each case, the Agency Agreement. (b) Each Temporary Regulation S Global Note that are held by Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shallExhibit A-1 hereto, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive 2019 Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shallExhibit A-2 hereto, in the case of a Eurosystem-eligible NGN or the 2021 Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the 2019 Notes, and Exhibit A-2 hereto, in the case of the 2021 Notes, except as otherwise permitted herein (each, a Non-eligible NGN “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in respect the name of which the Issuer has notified Depositary or its nominee, as the Issuing and Paying Agent that effectuation is to be applicablecase may be, be effectuated duly executed by the common safekeeper acting on Company and authenticated by the instructions Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate principal amount of the Issuing and Paying Agent. Each Permanent any Restricted Global Note so executed may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to such Restricted Global Note and authenticated shall be a binding and valid obligation of recorded in the Issuer and title thereto shall pass by deliverySecurity Register, as hereinafter provided.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a temporary Global Note substantially in the form of Exhibit A hereto, except as otherwise permitted herein (a) The Notes of each Tranche will be represented on issue by either a single the “Regulation S Temporary Global Note Note”), which shall be deposited with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or a single Permanent Global Noteits nominee, as indicated the case may be, duly executed by the relevant Final Terms. Each Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. (i) the expiration of the Restricted Period and (ii) receipt by the Trustee of certification in a form reasonably satisfactory to the Trustee that beneficial interests in such Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation S) or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, beneficial interests in each Regulation S Temporary Global Note shall be exchangeableexchanged for beneficial interests in a permanent Global Note in substantially the form of Exhibit A hereto, with such applicable legends as are provided in accordance with its terms, for either Definitive Notes together with, where applicableExhibit A hereto, except in as otherwise permitted herein (each, a “Regulation S Permanent Global Note” and, together with the case of Zero Coupon Regulation S Temporary Global Notes, Coupons and, where applicable, Talons attached, or a the “Regulation S Global Note”). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, in each case in accordance with the provisions of such Trustee shall cancel the corresponding Regulation S Temporary Global Note. Each Permanent The aggregate principal amount of a Regulation Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be exchangeable applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with its terms for Definitive Section 2.2) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. If and when issued, Exchange Notes together withoffered to Holders, where applicableas provided in the Contingent Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Exchange Global Note”), which shall be deposited with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or its nominee, as the case of Zero Coupon Notesmay be, Coupons and, where applicable, Talons attached, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate principal amount of the provisions Exchange Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Exchange Global Note and recorded in the Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of any Original Note remaining outstanding after the consummation of an Exchange Offer, the Registrar shall deliver such Permanent Global Notenew Original Note only in global form, subject to Section 2.10, and such new Original Note shall continue to bear the applicable legends set forth in Exhibit A hereto. All Global Notes shall be prepared, completed and delivered to a common depositary (in In the case of a CGN) or common safekeeper (in Restricted Global Note, such legends shall include the case private placement legend unless there is delivered to the Registrar an opinion of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or counsel reasonably satisfactory to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) andTrustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, in each caseexchange or replacement of any Note pursuant to a Shelf Registration Statement, the Agency Agreement. (b) Each Temporary Global Registrar shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to bear the private placement legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be printed or typed reflected in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Exchange Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryNote. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (a) The Notes of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent the “Restricted Dollar Global Note”), as indicated which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, Issuers and authenticated by the Trustee (or its agent in accordance with its termsSection 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and recorded in the Security Register, for either Definitive as hereinafter provided. Dollar Notes together withoffered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1 hereto, where applicablewith such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Regulation S Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the case name of Zero Coupon NotesDTC or its nominee, Coupons and, where applicable, Talons attached, duly executed by the Issuers and authenticated by the Trustee (or a Permanent Global Note, in each case its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the provisions Regulation S Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-2 hereto, with such Temporary applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Restricted Euro Global Note. Each Permanent ” and, together with the Restricted Dollar Global Note Notes, the “Restricted Global Notes”), which shall be exchangeable in accordance deposited on behalf of the purchasers of the Euro Notes represented thereby with its terms for Definitive Notes together withthe Common Depositary, where applicable, except and registered in the case name of Zero Coupon Notesthe Common Depositary or its nominee, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in as the case may be, for the accounts of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with the provisions Section 2.02) as hereinafter provided. The aggregate principal amount of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Restricted Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Euro Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold offered and sold in reliance on Regulation S shall be printed or typed issued initially in the form of one or more Global Notes substantially in the form set out of Exhibit A-2 hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A-2 hereto, except as otherwise permitted herein (Forms of the “Regulation S Euro Global and Definitive Note” and, together with the Regulation S Dollar Global Notes, Coupons and Talons) and may be a facsimile. Each Temporary the “Regulation S Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and Notes”), which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Euro Notes represented thereby with the Common Depositary, shall be and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or on behalf its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Issuing Regulation S Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note and Paying Agent and shall, recorded in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicableSecurity Register, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas hereinafter provided. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (aThis Section 4(c) The shall apply only to Global Notes deposited with a Depositary unless otherwise provided in the Authorization. Notwithstanding any other provision of each Tranche will this Agreement or the Notes, no Global Note may be represented on issue by either a single Temporary transferred to, or registered or exchanged for Notes registered in the name of, any person other than the Depositary with respect to such Global Note or any nominee thereof, and no such transfer may be registered, unless (x) the Depositary with respect to such Global Note (A) notifies the Bank that it is unwilling or unable to continue as Depositary for such Global Note or (B) ceases to be a single Permanent Global Noteclearing agency registered under the Securities Exchange Act of 1934, as indicated amended, (y) the Bank delivers to the Fiscal Agent a written notice executed by a duly authorized officer of the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of Bank that such Temporary Global Note. Each Permanent Global Note shall be exchangeable for definitive Notes or (z) the Bank shall fail to make any payment of principal of, or any interest or additional amount on, the Notes when due. If the beneficial owners of interests in accordance with its terms a Global Note are entitled to exchange interests for Definitive definitive Notes together within registered form, where applicable, except as provided in the case of Zero Coupon Notespreceding paragraph, Coupons andthen without unnecessary delay, where applicablebut in any event not later than the earliest date on which such interests may be so exchanged, Talons attached, the Bank shall execute and deliver to the Fiscal Agent definitive registered Notes in accordance with an aggregate principal amount equal to the provisions principal amount of such Permanent Global Note. All Global Notes shall On or after the earliest date on which such interests may be preparedso exchanged, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary such Global Note shall be printed surrendered by the Depositary to the Fiscal Agent, as the Bank's agent for such purpose, to be exchanged, in whole or typed from time to time in part, for definitive registered Notes without charge and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such Global Note, an equal aggregate principal amount of definitive registered Notes of authorized denominations as the portion of such Global Note to be exchanged. Any Global Note that is exchangeable pursuant to this Section 4(c) shall be exchangeable for Notes issuable in the denominations specified in Section 1 hereof and registered in such names as the Depositary that is the holder of such Global Note shall direct. If a Note is issued in exchange for any portion of a Global Note after the close of business at the office or agency where such exchange occurs on any Regular Record Date (as defined in the Notes) and before the opening of business at such office or agency on the relevant Interest Payment Date (as defined in the Notes), interest will not be payable on such Interest Payment Date in respect of such Note, but will be payable on such Interest Payment Date only to the person to whom interest in respect of such portion of such Global Note is payable. Every Note authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, a Global Note to which the restriction set forth in the second preceding paragraph shall apply shall, except as provided in the immediately preceding paragraph, be authenticated and delivered in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notesof, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually be, a Global Note. The Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryNotes. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Any Notes that are no longer part of each Tranche New PEPS Units will be issued initially in the form of one or more Global Notes (the "GLOBAL NOTES") registered in the name of the Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) the Corporation, in its sole discretion, determines that it will no longer have the Notes represented on issue by either Global Notes, the Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a single Temporary Company Order therefor, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or a single Permanent Notes in exchange for such Global Note, as indicated by Senior or Notes. Upon exchange of the relevant Final Terms. Each Temporary Global Note shall be exchangeableor Notes for such Notes in definitive registered form without coupons, in accordance with its termsauthorized denominations, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global or Notes shall be preparedcancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, completed and delivered pursuant to a common depositary (instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the case Corporation, the Guarantor, the Trustee or any agent of the Corporation, the Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form maintaining, supervising or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information reviewing any records relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverysuch beneficial ownership interest. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes initially resold pursuant to Rule 144A shall be issued initially in the form of each Tranche one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) with the restricted securities legend set forth in Exhibit A to this Indenture, and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b) hereof, beneficial ownership interests in a Regulation S Global Note will be represented on issue by either exchangeable for interests in a single Temporary Rule 144A Global Note or a single Permanent Global Note, as indicated by Definitive Note in registered certificated form only after the relevant Final Terms. Each Temporary expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note shall be exchangeable, are owned either by non-U.S. persons or U.S. persons who purchased such interests in accordance with its terms, for either Definitive Notes together with, where applicable, except a transaction that did not require registration under the Securities Act and (ii) in the case of Zero Coupon Notesan exchange for a Definitive Note, Coupons and, where applicable, Talons attached, or a Permanent Global Notein compliance with the requirements set forth in Section 2.4, in each case in accordance without interest coupons and with the provisions of such Temporary Global Note. Each Permanent Global Note global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuer, shall be authenticated by or on behalf purchasers of the Issuing Notes represented thereby with the Notes Custodian, and Paying Agent and shall, registered in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions name of the Issuing and Paying Agent. Each Temporary Global Note so applicable Depositary or a nominee of the applicable Depositary, duly executed and authenticated shall be a binding and valid obligation of by the Issuer and title thereto shall pass authenticated by delivery. (c) Each Permanent the Trustee or the Authentication Agent as provided in this Indenture. The Rule 144A Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Regulation S Global Note shall have annexed thereto a copy are collectively referred to herein as “Global Notes.” The aggregate principal amount of the relevant Final Terms Global Notes may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Further Information relating to applicable Depositary or its nominee, as the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shallcase may be, in the case connection with transfers of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryinterest as hereinafter provided.

Global Notes. (a) The Dollar Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of each Tranche will one or more Dollar 144A Global Notes, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be represented issued initially in the form of one or more Dollar Regulation S Temporary Global Notes, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Sterling Notes offered and sold in reliance on issue Rule 144A shall be issued initially in the form of a Sterling 144A Global Note, duly executed by either the Issuer, and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Sterling Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Permanent Global Note that is issued in exchange for a single Regulation S Temporary Global Note or a single Permanent Global Note, as indicated pursuant to Section 2.02(b) hereof shall be duly executed by the relevant Final TermsIssuer, and authenticated by the Trustee as hereinafter provided. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive represent such aggregate principal amount of the outstanding Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note as shall be exchangeable in accordance with its terms for Definitive specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes together withfrom time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, where applicableas appropriate, except in by the case Trustee, the Registrar or the Principal Paying Agent to reflect exchanges, repurchases, redemptions and transfers of Zero Coupon Notes, Coupons and, where applicable, Talons attachedinterests therein, in accordance with the terms of this Indenture. The terms and provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (contained in the case Notes will constitute, and are hereby expressly made, a part of a CGN) or common safekeeper (in the case of a NGN) for Euroclear this Indenture and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) andTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Depositary and its Participants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the Global Notes may be transferred, in each casewhole and not in part, the Agency Agreement. (b) Each Temporary Global Note shall be printed only to a nominee or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy successor of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryDepositary. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of each Tranche will be represented on issue by either a single Temporary Global Note or a single Permanent 144A Global Note, as indicated which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the relevant Final TermsIssuer and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Temporary Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Temporary Regulation S Global Note will be exchangeable for one or more permanent Regulation S Global Notes (the "Permanent Regulation S Global Note" and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") as or after November 12, 1996 upon written certification that the beneficial interests in such global Note are owned by either non-U.S. persons or U.S. persons who purchased such interests pursuant to an exemption from, or in transactions not subject to, the Registration Requirements or the Securities Act. Notes offered and sold to Institutional Accredited Investors who are not also QIBs shall be issued initially in the form of an IAI Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Unrestricted Global Notes representing Unrestricted Book-Entry Interests shall be issued initially in accordance with Sections 2.07(b)(iv), 2.07(d)(ii) and 2.07(f) and shall be deposited with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, in accordance with its termsas appropriate, for either Definitive Notes together withto reflect exchanges, where applicable, except in the case redemptions and transfers of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case interests therein in accordance with the provisions terms of such Temporary Global Notethis Indenture. Each Permanent Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Notes represented thereby shall be exchangeable made by the Trustee in accordance with its terms for Definitive Notes together with, where applicable, except in written instructions given by the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global NoteHolder thereof as required by Section 2.07 hereof. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the The provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between "Operating Procedures of the Issuer Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the relevant Dealer(s"General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in the Regulation S Global Note that are held by the Participants through Euroclear or Cedel. Except as set forth in Section 2.07(a) andhereof the Global Notes may be transferred, in each casewhole and not in part, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be only to a facsimile. Each Temporary Global Note shall have annexed thereto a copy successor of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a EurosystemBook-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryEntry Depositary. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. Except as provided in Section 2.01(c), Series A Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided. Series A Notes offered and sold in reliance on Regulation S, if any, shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (aas defined in Regulation S) The Notes shall be terminated upon the receipt by the Trustee of each Tranche will be represented on issue by either (i) a single written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note or (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a single Permanent beneficial ownership interest in a 144A Global Note, all as indicated contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the relevant Final TermsCompany. Each Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeableexchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated Holder thereof as required by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverySection 2.06 hereof. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) Except under the limited circumstances described below, Senior Notes represented by Global Notes will not be exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form. The Global Notes described above may not be transferred except by the Depository to a nominee of each Tranche the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or to a successor Depository or its nominee. (b) Except as otherwise provided in this Second Supplemental Indenture, owners of beneficial interests in such Global Notes will not be represented on issue by either a single Temporary considered the holders thereof for any purpose under the Indenture, and no Global Note or representing a single Permanent Global Note, as indicated by the relevant Final Terms. Each Temporary Global Senior Note shall be exchangeable, in accordance with its terms, except for either Definitive Notes together with, where applicable, except another Global Note of like denomination and to be registered in the case name of Zero Coupon Notes, Coupons and, where applicable, Talons attached, the Depository or its nominee or to a Permanent Global Note, in each case in accordance with the provisions successor Depository or its nominee. The rights of holders of such Temporary Global Note. Each Permanent Notes shall be exercised only through the Depository. (c) A Global Note shall be exchangeable in accordance with its terms whole or, from time to time, in part for Definitive Senior Notes together with, where applicable, except in definitive registered form only as provided in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, Indenture. If (i) at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository for the Senior Notes or if at any time the Depository shall no longer be registered or in accordance with good standing as a “clearing agency” registered pursuant to the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions Section 17A of the Programme Agreement Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such time as the Depository is required to another appropriate depositary in accordance with any other agreement between the Issuer be so registered and the relevant Dealer(s) Depository so notifies the Company and, in each case, the Agency Agreement. Company does not appoint a successor Depository within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (bii) Each Temporary any Event of Default or Default has occurred and is continuing with respect to the Senior Notes or (iii) subject to the applicable procedures of the Depository, the Company in its sole discretion determines that the Senior Notes shall be exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the Note Registrar a written order of the Company providing that the Senior Notes shall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in minimum denominations of $25, or any integral multiples of $25 in excess thereof or in units, each unit representing $25, and be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. None of the Company, the Trustee, any paying agent, the Note Registrar or any of their agents shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Note that is exchangeable pursuant to this Section 1.05(c) shall be printed or typed exchangeable for Senior Notes registered in such names as the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note Depository shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverydirect. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. v) If (ai) The the Depositary notifies the Company that it is no longer willing or able to properly discharge its responsibilities with respect to the Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, (ii) the Note Depositary Agreement is terminated for any reason or (iii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositary, the Company shall (x) appoint a successor securities depository qualified to act as such under Section 17(a) of each Tranche will be represented on issue by either the Exchange Act, notify the Depositary, such successor securities depository and the Trustee of the appointment of such successor securities depository and transfer one or more separate Global Notes registered in the name of such successor securities depository or its nominee to such successor securities depository or (y) notify the Depositary of the availability through the Depositary of certificated Notes to Note Owners; provided that if, upon the occurrence of any event described in clause (i) or (ii) above, the Company has not appointed a single Temporary successor securities depository within 90 days of the occurrence of such event, the Company shall notify the Depositary of the availability through the Depositary of certificated Notes to Note Owners. If after the occurrence of an Event of Default Note Owners representing beneficial interests aggregating at least a majority of the Outstanding principal amount of the Notes advise the Trustee, the Company and the Depositary through DTC Participants in writing that the continuation of a book-entry system through the Depositary is no longer in the best interests of the Note Owners, then the Trustee shall within ten days give notice to the Noteholders of the occurrence of any such event and of the availability of certificated Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Notes representing the Global Note or a single Permanent Global Note, as indicated Notes by the relevant Final Terms. Each Temporary Global Note Depositary, accompanied by registration instructions, the Company shall be exchangeableexecute, and the Trustee shall authenticate, without charge, the certificated Notes in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case authorized denominations in accordance with the provisions instructions of the Depositary. Any Note delivered in exchange for a portion of a Global Note shall, except as otherwise provided in Section 2.4(c), bear the Legend regarding transfer restrictions set forth on the form of Note attached as Exhibit A hereto. None of the Company, the Note Registrar or the Trustee shall be liable for any delay in delivery of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) instructions and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer conclusively rely on, and shall be signed manually or protected in facsimile by a person duly authorised by relying on, such instructions. Upon the Issuer on behalf issuance of certificated Notes, the Trustee shall recognize the holders of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryNotes as Noteholders. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (ai) The Notes of each Tranche will be represented on issue by either a single Temporary initially issued in the form of one or more Global Notes registered in the name of the Depositary and shall be substantially in the form of Exhibit A (and shall include the Global Note or Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto), and will be delivered the Trustee as Notes Custodian for the Depositary thereafter. Upon the issuance of a single Permanent Global Note, as indicated the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the relevant Final TermsInitial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Temporary Global Note shall represent such of the outstanding Notes as shall be exchangeablespecified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or, if the Notes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in instructions given by the case Holder thereof as required by Section 2.07 of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent the Indenture and Section 2.2 of this Appendix. (ii) So long the Depositary is the registered owner of such Global Note, such Depositary will be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes whatsoever, including under the Indenture and the Notes. (iii) Agent Members (x) will not be considered to be the owners or Holders of any Notes under this Indenture for any purpose and shall thus have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its Notes Custodian, or under the Global Notes, and (y) except as set forth in Section 2.2 of this Appendix, will neither be entitled to have the Notes represented by such Global Note registered in their names nor will receive or be entitled to receive Definitive Notes. Accordingly, each Person owning a beneficial interest in a Global Note must rely on the procedures of the Depositary and, if such Person is not a Participant, on the procedures of the Participant through which such Person owns its interest, to exercise any rights of a Holder under this Indenture. 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 between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. The Company understands that under existing industry practices, in the event that the Company requests any action of Holders or that an owner of a beneficial interest in a Global Note desires to give or take any action which a holder is entitled to give or take under the Indenture, the Depositary would authorize the Participants holding the relevant beneficial interest to give or take such action and such Participants would authorize Indirect Participants owning through such Participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them. (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) of this Appendix and the Registrar receives the following: (I) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit E to the Indenture; or (II) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit D to the Indenture; and, in each case such case, if the Company or the Registrar so requests or if the Applicable Procedures of the Depositary so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this Section 2.1(b)(iv) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of a written order of the Company signed by an Officer, the Trustee shall authenticate in accordance with the provisions requirements of such Temporary the Indenture one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this Section 2.1(b)(iv). (v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Restricted Global Note. Each Permanent Beneficial interests in an Unrestricted Global Note shall cannot be exchangeable in accordance with its terms for Definitive Notes together withexchanged for, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered or transferred to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed Persons who take delivery thereof in the form or substantially of, a beneficial interest in the form set out in Part 1 of Schedule 2 (Forms of a Restricted Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryNote. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes Securities offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of each Tranche will Rule 144A Global Notes, which shall be deposited on behalf of the purchasers of the Securities represented on issue by either a single Temporary Global thereby with the Note Custodian, and registered in the name of the Depositary or a single Permanent nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Securities offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, as indicated which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Note Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the relevant Final TermsCompany and authenticated by the Trustee as hereinafter provided. Each The "40- DAY RESTRICTED PERIOD" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchangeableexchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided. Each Global Note shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated Holder thereof as required by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverySection 2.06 hereof. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The Notes of each Tranche will be represented on issue by either a single Temporary issued initially in the form of one or more Registered Global Note Securities (the "Global Notes") registered in the name of the Depositary or its nominee. Unless and until they are exchanged for the Notes in registered form, such Global Notes may be transferred, in whole but not in part, only to the Depositary or a single Permanent Global Notenominee of the Depositary, as indicated or to a successor Depositary selected or approved by the relevant Final Terms. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, Company or to a Permanent Global Note, in each case in accordance with the provisions nominee of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreementsuccessor Depositary. (b) Each Temporary If at any time (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Global Notes and no successor Depositary shall have been appointed within 90 days after such notification, (ii) the Depositary ceases to be a clearing agency registered under the Exchange Act at any time the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed within 90 days after the Company becoming aware of the Depositary's ceasing to be so registered, (iii) the Company, in its sole discretion, determines that the Global Notes shall be so exchangeable or (iv) there shall have occurred and be continuing an Event of Default, the Company will execute, and subject to Article Two of the Base Indenture, the Trustee, upon written notice from the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of exchange for such Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryNote. (c) Each Permanent Upon exchange of the Global Note for such Note in definitive registered form without coupons, in authorized denominations, the Global Note shall be printed or typed cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of be registered in such names and in such authorized denominations as the relevant Final Terms and Depositary or its custodian, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Further Information relating Trustee. The Trustee shall deliver such Securities to the Issuer and shall be signed manually or Depositary for delivery to the Persons in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note whose names such Securities are so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryregistered.

Global Notes. (a) The Notes of each Tranche will be represented are being offered and sold by the Company pursuant to the Purchase Agreement. Notes transferred in reliance on issue by either a single Temporary Global Note or a single Permanent Global NoteRegulation S under the Securities Act ("REGULATION S"), as indicated by the relevant Final Terms. Each Temporary Global Note provided in Section 2.06(a)(ii) hereof, shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued in the form of one or substantially more permanent Global Notes in definitive, fully registered form without interest coupons with the form Global Notes Legend, the Regulation S Legend and Restricted Notes Legend set out forth in Part 1 of Schedule 2 Exhibit A hereto (Forms of Global and Definitive Notesthe "REGULATION S GLOBAL NOTE"), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuertransferee of the Notes represented thereby with the Trustee, shall be authenticated by as custodian, for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Issuing Euroclear System ("EUROCLEAR") or Cedelbank ("CEDEL"), duly executed by the Company and Paying Agent authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and shallthe Depositary or its nominee as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicablePurchase Agreement, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed issued initially in the form of one or substantially more permanent Global Notes in definitive, fully registered form without interest coupons with the form Global Notes Legend and Restricted Notes Legend set out forth in Part 2 of Schedule 2 Exhibit A hereto (Forms of Global and Definitive Notes"RULE 144A GLOBAL NOTE"), Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Trustee, shall be as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by or on behalf the Trustee as hereinafter provided. The aggregate principal amount of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN Rule 144A Global Note may from time to time be increased or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated decreased by the common safekeeper acting adjustments made on the instructions records of the Issuing Trustee and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryDepositary or its nominee as hereinafter provided.

Global Notes. (a) The Floating Rate Notes of each Tranche issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Fixed Rate Notes issued in global form will be substantially in the form of Exhibits B1 or B2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Floating Rate Notes and Fixed Rate Notes issued in definitive form will be substantially in the form of Exhibit A1 and Exhibit B1, respectively, hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Floating Rate Global Note and each Fixed Rate Global Note will represent such of the outstanding Floating Rate Notes and Fixed Rate Notes, respectively, as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Floating Rate Notes or Fixed Rate Notes, respectively, from time to time endorsed thereon and that the aggregate principal amount of outstanding Floating Rate Notes and Fixed Rate Notes, respectively, represented on issue by either thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a single Temporary Floating Rate Global Note or a single Permanent Fixed Rate Global NoteNote to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Floating Rate Notes or Fixed Rate Notes, as indicated respectively, represented thereby will be made by the relevant Final Terms. Each Temporary Global Note shall be exchangeableTrustee or the Custodian, at the direction of the Trustee, in accordance with its terms, for either Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised instructions given by the Issuer on behalf of the Issuer, shall be authenticated Holder thereof as required by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliverySection 2.06 hereof. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.

Global Notes. (a) The (2) Notes shall be issued initially in the form of each Tranche will be represented on issue by either a single Temporary Global Note one or a single Permanent more permanent global Notes in definitive, fully registered form, numbered PP-1 upward (collectively, the “4(a)(2) Global Note”), as indicated by the relevant Final Terms. Each Temporary Global Note Rule 144A Notes shall be exchangeable, in accordance with its terms, for either Definitive Notes together with, where applicable, except issued initially in the case form of Zero Coupon one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the form of one or more global Notes, Coupons andnumbered RS-1 upward (collectively, where applicable, Talons attached, or a Permanent the “Regulation S Global Note”), in each case in accordance with without interest coupons and bearing the provisions of such Temporary Global Note. Each Permanent Global Note Notes Legend and Restricted Notes Legend, which shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed in the form or substantially in the form set out in Part 1 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with the Custodian, shall be and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. One or on behalf more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued at the request of the Issuing Trustee, deposited with the Custodian, and Paying Agent and shall, registered in the case name of the Depositary or a Eurosystem-eligible NGN or nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the case of a Non-eligible NGN in respect of which Notes to IAIs subsequent to the Issuer has notified initial distribution. The 4(a)(2) Global Note, the Issuing and Paying Agent that effectuation is to be applicableRule 144A Global Note, be effectuated by the common safekeeper acting on IAI Global Note, the instructions of the Issuing and Paying Agent. Each Temporary Regulation S Global Note so executed and authenticated shall be any Unrestricted Global Note are each referred to herein as a binding “Global Note” and valid obligation of the Issuer and title thereto shall pass by deliveryare collectively referred to herein as “Global Notes. (c) ” Each Permanent Global Note shall represent such of the outstanding Notes as shall be printed or typed specified in the form or substantially “Schedule of Exchanges of Interests in the form set out in Part 2 Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Schedule 2 (Forms Notes from time to time endorsed thereon and that the aggregate principal amount of Global outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and Definitive Notes, Coupons and Talons) and may be redemptions. Any endorsement of a facsimile. Each Permanent Global Note shall have annexed thereto a copy to reflect the amount of any increase or decrease in the relevant Final Terms and the Further Information relating to the Issuer and aggregate principal amount of outstanding Notes represented thereby shall be signed manually or in facsimile by a person duly authorised made by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.Trustee or

Global Notes. (a) The Dollar Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of each Tranche will a Dollar 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be represented issued initially in the form of the Dollar Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Sterling Notes offered and sold in reliance on issue Rule 144A shall be issued initially in the form of a Sterling 144A Global Note, duly executed by either the Issuer, and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Sterling Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Each Regulation S Permanent Global Note that is issued in exchange for a single Regulation S Temporary Global Note or a single Permanent Global Note, as indicated pursuant to Section 2.02(b) hereof shall be duly executed by the relevant Final TermsIssuer, and authenticated by the Trustee as hereinafter provided. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for either Definitive represent such aggregate principal amount of the outstanding Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note as shall be exchangeable in accordance with its terms for Definitive specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes together withfrom time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, where applicableas appropriate, except in by the case Trustee, the Registrar or the Principal Paying Agent to reflect exchanges, repurchases, redemptions and transfers of Zero Coupon Notes, Coupons and, where applicable, Talons attachedinterests therein, in accordance with the terms of this Indenture. The terms and provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (contained in the case Notes will constitute, and are hereby expressly made, a part of a CGN) or common safekeeper (in the case of a NGN) for Euroclear this Indenture and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) andTrustee, in each caseby their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the Agency Agreement. (b) Each Temporary Global Note provisions of this Indenture shall govern and be printed or typed controlling. Ownership of interests in the form or substantially Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the form set out in Part 1 of Schedule 2 (Forms of Global Notes will be shown on, and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note shall be printed or typed in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive Notes, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.transfers

Global Notes. (a) The Notes of each Tranche issued in global form will be represented on issue by either a single Temporary substantially in the form of Exhibit A hereto (including the Global Note or a single Permanent Legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as indicated appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the relevant Final Terms. Each Temporary Global Note shall be exchangeableRegistrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with its terms, for either Definitive instructions given by the Holder thereof as required by Section 2.06 hereof. Notes together with, where applicable, except offered and sold in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, or a Permanent Global Note, in each case in accordance with the provisions of such Temporary Global Note. Each Permanent Global Note reliance on Regulation S shall be exchangeable in accordance with its terms for Definitive Notes together with, where applicable, except in the case of Zero Coupon Notes, Coupons and, where applicable, Talons attached, in accordance with the provisions of such Permanent Global Note. All Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (b) Each Temporary Global Note shall be printed or typed issued initially in the form or of a Global Note substantially in the form set out of Exhibit A hereto, with such applicable legends as are provided in Part 1 of Schedule 2 Exhibit A hereto, except as otherwise permitted herein (Forms of the “Regulation S Global and Definitive NotesNote”), Coupons and Talons) and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and which shall be signed manually or in facsimile by a person duly authorised by the Issuer deposited on behalf of the Issuerpurchasers of the Notes represented thereby with a Custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be authenticated by or issued initially in the form of a Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions purchasers of the Issuing and Paying Agent. Each Temporary Global Note so Notes represented thereby with a Custodian, for DTC, duly executed and authenticated shall be a binding and valid obligation of by the Issuer and title thereto shall pass authenticated by delivery. (c) Each Permanent the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note shall be printed or typed and recorded in the form or substantially in the form set out in Part 2 of Schedule 2 (Forms of Global and Definitive NotesSecurity Register, Coupons and Talons) and may be a facsimile. Each Permanent Global Note shall have annexed thereto a copy of the relevant Final Terms and the Further Information relating to the Issuer and shall be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer, shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the Issuer has notified the Issuing and Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Issuing and Paying Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by deliveryas hereinafter provided.