Common use of Global Notes Clause in Contracts

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. The Notes shall initially be issued in global form. The Bank of New York Mellon, London Branch, shall be the initial Common Depositary for the Notes. The fourth to last paragraph of Section 3.3 of the Base Indenture shall not apply to the Notes. The Notes shall be transferred only in accordance with the provisions of Section 3.5 of the Base Indenture. With respect to the Notes, the first sentence of the seventh paragraph of Section 3.5 of the Base Indenture is hereby amended and restated to read as follows: “A Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) Except the Depositary for the Global Securities of such series notifies the Company that it is unwilling or unable to continue as provided in clause (d) Depositary for the global Securities of Section 2.2 belowsuch series or such Depositary ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, Rule 144A Notes initially shall be represented as amended, or any successor thereto if so required by one applicable law or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” regulation and, together with in either case, a successor Depositary for such Securities shall not have been appointed by the Regulation S Permanent Global Note (defined below), Company within 90 days after the “Regulation S Global Notes”), which shall be registered in the name Company receives such notice or becomes aware of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nomineesuch ineligibility, as the case may be, or (ii) the Company, in connection with transfers of interest as hereinafter provided. The provisions its sole discretion and subject to the procedures of the “Operating Procedures Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, to each Person that is identified by or on behalf of the Euroclear System” ICSDs as the beneficial holder thereof, Securities of such series of like tenor and “Terms terms in certificated form, in authorized denominations and Conditions Governing Use in an aggregate principal amount equal to the principal amount of Euroclear” the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form. Neither the Company nor the Trustee will be liable for any delay by an ICSD or any participant or indirect participant in an ICSD in identifying the beneficial owners of the related Notes and each of those Persons may conclusively rely on, and will be protected in relying on, instructions from the ICSD for all purposes, including with respect to the registration and delivery, and the “General Terms and Conditions respective principal amounts, of Clearstream Banking” and “Customer Handbook” of Clearstream shall the certificated Notes to be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamissued.”

Global Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (ithe “Global Notes” and each, a “Global Note”) Except to be deposited with the Indenture Trustee as provided custodian for The Depository Trust Company, the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in clause (dRegulation S) of Section 2.2 below, Rule 144A Notes initially shall in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes in definitive(each, fully registered, global form without interest coupons (collectively, the a “Rule 144A Temporary Regulation S Global Notes”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes initially shall of the same Class (together with a Temporary Regulation S Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified Institutional Buyers or, with respect to the Closing Date, Institutional Accredited Investors, will be represented by one or more temporary Global Notes in fully registered(each, global form without interest coupons (collectively, the a “Regulation S Temporary Rule 144A Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . All Global Notes shall be initially registered on the Note Register in the name of the Depository or Cede & Co., the nominee of the The Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Trust Company, as operator of the Euroclear system and no Note Owner will receive a definitive note (a “Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Definitive Note”) representing such Note Owner’s interest in the related Class of Notes, except as provided in Section 2.3 hereof. Unless and until Definitive Notes have been issued in respect of a Class of Notes pursuant to Section 2.3 hereof: (a) the applicable procedures provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Depository. Simultaneously Issuer, the Servicer and the Indenture Trustee may deal with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Depository and the Depository or its nominee, Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the case may be, in connection with transfers authorized representatives of interest as hereinafter provided. The the respective Note Owners; (c) to the extent that the provisions of this Section 2.2 conflict with any other provisions of this Indenture, the “Operating Procedures provisions of this Section 2.2 shall control; and (d) the rights of the Euroclear System” and “Terms and Conditions Governing Use respective Note Owners of Euroclear” a Class of Notes shall be exercised only through the Depository and the “General Terms Depository Participants and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable limited to transfers of beneficial interests in those established by law and agreements between the Regulation S Temporary Global respective Note Owners and the Regulation S Permanent Global Note that Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are held by participants through Euroclear or Clearstreamissued in respect of the Notes pursuant to Section 2.3 hereof, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal of, and interest on, the Notes to the Depository Participants.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, The Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) with the restricted securities legend set forth in Exhibit A to this Indenture, and Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (defined below), the “Regulation S Global NotesNote”)) 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 exchangeable for interests in a Rule 144A Global Note or a Definitive 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 an exchange for a Definitive Note, in compliance with the requirements set forth in Section 2.4, in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository applicable Depositary or the a nominee of the Depository for applicable Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Issuer and authenticated by the Trustee or the Authentication Agent as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the The Rule 144A Global Note and Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent are collectively referred to herein as “Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. Notes.” The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository applicable Depositary or its nominee, as the case may be, in connection with transfers of interest nominee 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”), 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 Issuers and authenticated by the Trustee as provided in this Indenture. Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, and together with the Regulation S Permanent Global Note (defined identified below), ) the “Regulation S Global NotesNote”), without interest coupons and bearing the Global Notes Legend, 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 Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts Issuers and authenticated by the Trustee as provided in this Indenture to accommodate transfers of designated agents holding 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 behalf of Euroclear Bank S.A./N.V.the Issue Date, as operator deposited with the Custodian, and registered in the name of the Euroclear system Depositary or a nominee of the Depositary, duly executed by the Issuers 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 Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept 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, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures Applicable Procedures of the DepositoryDepositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Security and the Regulation S Permanent Global Note Security that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold in clause (d) of Section 2.2 below, their initial distribution in reliance on Rule 144A Notes initially shall be represented by issued in the form of one or more Notes global notes in definitiveregistered form, fully registeredbearing the applicable legends set forth in Exhibit A, global form without interest coupons attached (collectively, the “Rule 144A Global Notes”) deposited with the Trustee as custodian for the Depositary and registered in the name of Cede & Co., as nominee for the Depositary, duly executed by the Issuer and authenticated by the Trustee as herein provided, for credit by the Depositary to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in their initial distribution in reliance on Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes temporary global securities in fully registeredregistered form, global form bearing the applicable legends set forth in Exhibit A, without interest coupons attached (collectively“Temporary Regulation S Global Notes”), deposited with the Trustee as custodian for the Depositary and registered in the name of Cede & Co., as nominee for the Depositary, duly executed by the Issuer and authenticated by the Trustee as herein provided, for credit by the Depositary to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Except as set forth in this Indenture, beneficial ownership interests in Temporary Regulation S Global Notes will not be exchangeable for interests in Rule 144A Global Notes, permanent global securities (the “Permanent Regulation S Temporary Global Note” andNotes”, and together with the Temporary Regulation S Permanent Global Note (defined below)Notes, the “Regulation S Global Notes”), which shall be registered in ) or any other security prior to the name expiration of the Depository or Restricted Period and then, after the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall may be exchanged for interests in Rule 144A Global Notes, Permanent Regulation S Global Notes or a definitive security in registered certificated form only (i) upon certification that beneficial ownership interests in such Temporary Regulation S Global Notes are owned by or being transferred to either non-U.S. persons or U.S. persons who purchased such interests in a permanent transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a certificated security, in compliance with the requirements to exchange Global Notes with certificated securities provided herein. Rule 144A Global Notes and Regulation S Global Notes are referred to herein collectively as “Global Notes”. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note (first delivers to the “Trustee a written certificate to the effect that the beneficial interest in the Temporary Regulation S Permanent Global Note”Note is being transferred to a Person (a) pursuant who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable procedures securities laws of the DepositoryUnited States, the states thereof, and any other applicable jurisdiction. Simultaneously with Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the authentication form of the an interest in a Regulation S Permanent Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee shall cancel a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S Temporary Global Noteor Rule 144 (if applicable). The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee Custodian and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes issued in clause (d) of Section 2.2 below, Rule 144A Notes initially global form shall be represented by one or more Notes substantially in definitive, fully registered, global the form without interest coupons of Exhibit A hereto (collectively, including the Global Note Legend thereon and the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes Schedule of Exchanges of Interests in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with attached thereto). Notes issued in definitive form shall be substantially in the Regulation S Permanent form of Exhibit A attached hereto (but without the Global Note (defined below), Legend thereon and without the “Regulation S Schedule of Exchanges of Interests in the Global Notes”Note” attached thereto), which . Each Global Note shall represent such of the outstanding Notes as shall be registered specified in the name “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 Depository or Trustee, in accordance with instructions given by the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Holder thereof as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)required by Section 2.06. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall will be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) Note pursuant to the applicable procedures of the DepositoryApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to the Private Placement Agreement or issued in respect of certain Accrued Senior Note Interest accrued prior to the Restructuring Effective Date. The Original Notes will be (A) offered and sold pursuant to the Private Placement Agreement initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S and (B) issued in respect of certain Accrued Senior Note Interest pursuant to Section 1145. The Original Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein, and the Original Notes issued pursuant to Section 1145 may thereafter be transferred without restrictions on transfer. Original Notes initially sold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Original Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); Original Notes initially sold pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”); and Original Notes initially sold pursuant to Section 1145 will be issued initially in the form of one or more permanent global notes in definitive, together fully registered form (collectively, the “Section 1145 Global Note”), in each case without interest coupons and with the global securities legend and the applicable restricted, Regulation S or Section 1145 securities legend set forth in Exhibit A-1 or Exhibit A-2 hereto. The Rule 144A Global Notes, the IAI Global Notes, the Regulation S Permanent Global Note (defined below), Notes and the Section 1145 Global Notes are collectively referred to herein as the “Regulation S Global Notes”), which . The Global Notes shall be deposited upon issuance with The Bank of New York Mellon, London Branch, as common depositary for the Depositories and registered in the name of the Depository or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of or Clearstream. Beneficial interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Note shall Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.08. Beneficial interests in the IAI Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes or the Rule 144A Global Notes at any time except in the limited circumstances provided in Section 2.08. Beneficial interests in a permanent Regulation S Global Note will be exchangeable for beneficial interests in a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to the applicable procedures of the Depository. Simultaneously and then only in compliance with the authentication of requirements provided for in Section 2.08. Beneficial interests in the Section 1145 Global Note may not be exchanged for beneficial interests in the Regulation S Permanent Global NoteNotes, the Trustee shall cancel Rule 144A Global Notes or the IAI Global Notes at any time except in the limited circumstances provided in Section 2.08. Beneficial interests in the Regulation S Temporary Global NoteNotes, the Rule 144A Global Notes or the IAI Global Notes may not be exchanged for beneficial interests in the Section 1145 Global Note at any time. The Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.08. 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 principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, 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 amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Common Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.08 hereof.

Global Notes. (i) Except as provided Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Rule 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 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 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 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 exchanged 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. The provisions Each Global Note shall represent such of the “Operating Procedures 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 Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Trustee, in accordance with instructions given by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held Holder thereof as required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A The Initial Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registeredregistered form (collectively, the “Initial Global Note”), any Additional Notes constituting Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) and any Additional Notes constituting Regulation S Notes initially shall be represented by one or more Notes issued initially in fully registered, global the form without interest coupons (collectively, the “of Regulation S Temporary Global Note” and, together Notes (collectively with the Regulation S Permanent Global Note (defined below)Notes, the “Regulation S Global NotesNote”), in each 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 Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts 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 (collectively, the “IAI Global Note”) shall also be issued on any issue date in respect of designated agents holding on behalf of Euroclear Bank S.A./N.V.Additional Notes constituting Rule 144A Notes or Regulation S Notes, as operator deposited with the Custodian, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination a nominee of the Restricted PeriodDepositary, 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 any Regulation S Temporary Global Note shall not be exchanged exchangeable for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Note, the Trustee shall cancel IAI Global Note or any other Note without a Restricted Notes Legend until the Regulation S Temporary expiration of the Distribution Compliance Period. The Initial Global Note. The aggregate principal amount of , Rule 144A Global Note, the Regulation S Temporary IAI Global Note 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”; provided that the term “Global Note” when used in Sections 2.1(d), 2.3(b), 2.3(g), 2.3(h)(i), 2.3(h)(ii) and 2.4 of this Appendix A and Section 2.06 of this Indenture shall also include the Unrestricted Global Note. 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 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 increased reduced or decreased 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 adjustments made on the records Trustee or the Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers instructions given by the Holder thereof as required by Section 2.06 of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” this Indenture and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamSection 2.3(c) below.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository DTC or the nominee of the Depository DTC and for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the DepositoryDTC. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository DTC 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to Section 1145 of the United States Bankruptcy Code (i“Section 1145”) Except as provided pursuant to the Confirmation Order and the Safeguard Plan and will be issued initially in clause (d) the form of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes permanent global notes in definitive, fully registeredregistered form (collectively, global form the “Section 1145 Global Note”) without interest coupons and with the global securities legend and the Section 1145 legend set forth in Exhibit A hereto. Additional Notes, unless registered with the SEC or exempt from registration under a different exemption, may be resold initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Additional Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Additional 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 (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Additional Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Additional 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, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted or Regulation S securities legend set forth in Exhibit A hereto. The Section 1145 Global Notes, Rule 144A Global Notes, the IAI Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which .” The Global Notes shall be deposited upon issuance with The Bank of New York Mellon, London Branch, as common depositary for the Depositories and registered in the name of the Depository or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of or Clearstream. Beneficial interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Note shall Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.06. Beneficial interests in the IAI Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes or the Rule 144A Global Notes at any time except in the limited circumstances provided in Section 2.06. Beneficial interests in a permanent Regulation S Global Note will be exchangeable for beneficial interests in a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of an offering in reliance on Regulation S (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to the applicable procedures of the Depository. Simultaneously and then only in compliance with the authentication of requirements provided for in Section 2.06. Beneficial interests in the Section 1145 Global Note may not be exchanged for beneficial interests in the Regulation S Permanent Global NoteNotes, the Trustee shall cancel Rule 144A Global Notes or the IAI Global Notes at any time except in the limited circumstances provided in Section 2.06. Beneficial interests in the Regulation S Temporary Global NoteNotes, the Rule 144A Global Notes or the IAI Global Notes may not be exchanged for beneficial interests in the Section 1145 Global Note at any time. The Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.06. 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 principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, 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 amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Common Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme société anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository and for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes issued in clause global form will be substantially in the form of Exhibit A hereto (d) including the Global Note Legend thereon and the “Schedule of Section 2.2 below, Increases and 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 and Decreases in the Global Note” attached thereto). Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in definitive fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global NoteNotes”). The term “Global Notes” andmeans, together with the Regulation S Permanent Global Note (defined below)collectively, the “Rule 144A Global Notes and the Regulation S Global Notes”), which shall be registered in the name . Each Global Note will represent such of the Depository or outstanding Notes as will be specified therein and each represents the nominee aggregate principal amount of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant outstanding Notes from time to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Notetime endorsed thereon. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent outstanding Notes represented by such Global Note may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions and the issuance of Additional Notes. 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 adjustments made the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 or by a Company Order in connection with the issuance of Additional Notes as required by Section 2.02(d). The Global Notes initially shall (1) be registered in the name of the Depositary or the nominee of the Depositary, in each case for credit to an account of an Agent Member, (2) be delivered to the Trustee as custodian for such Depositary and (3) bear the Restricted Notes Legend. Members of, or direct or Indirect Participants in, the Depositary, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the records of Depositary, or the Trustee as its custodian, or under the Global Notes. The Depositary may be treated by the Company, the Trustee and any agent of the Depository Company or its nomineethe Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary, Euroclear or Clearstream, as the case may be, in connection with transfers and their respective Agent Members, the operation of interest as hereinafter provided. The provisions customary practices governing the exercise of the “Operating Procedures rights 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamany Holder.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository, Euroclear or Clearstream. Simultaneously with the authentication of the Regulation S Permanent Global Note, the First Lien Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the First Lien Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Depository participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold within the United States to QIBs in clause (d) of Section 2.2 below, accordance with Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). Notes offered and sold within the United States to Institutional Accredited Investors in reliance on Regulation S Notes initially D shall be represented by issued initially in the form of one or more Notes permanent global notes in fully registeredregistered form without interest coupons (collectively, the “IAI Global Notes” and, collectively with the 144A Global Notes, the “Restricted Global Notes”). (ii) Notes offered and sold outside the United States in reliance on Regulation S and denominated in U.S. dollars shall be issued initially in the form of one or more permanent global notes in fully registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . ​ (iii) The Restricted Global Notes and the Regulation S Global Notes shall bear the Global Notes Legend. The Restricted Global Notes shall bear the Restricted Notes Legend. The Restricted Global Notes and the Regulation S Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the nominee of the Depository case may be, for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.and Clearstream, duly executed by the Issuers and authenticated by the Trustee or the Authenticating Agent as operator of provided in the Euroclear system Indenture. ​ (“Euroclear”iv) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the The Restricted Period, beneficial interests in Global Notes and the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Notes are each referred to herein as a permanent Global Note (the “Regulation S Permanent Global Note” and are collectively referred to herein as “Global Notes”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or Registrar and the Depository Common ​ ​ ​ Depositary or its nominee, nominee and on the schedules thereto as the case may behereinafter provided, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” transfers, exchanges, redemptions and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers repurchases of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamtherein.

Global Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (ithe “Global Notes” and each, a “Global Note”) Except to be deposited with the Indenture Trustee, as provided custodian for The Depository Trust Company, the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in clause (dRegulation S) of Section 2.2 below, Rule 144A Notes initially shall in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes in definitive(each, fully registered, global form without interest coupons (collectively, the a “Rule 144A Temporary Regulation S Global Notes”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes initially shall of the same Class (together with a Temporary Regulation S Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes in fully registered(each, global form without interest coupons (collectively, the a “Regulation S Temporary Rule 144A Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . All Global Notes shall be initially registered on the Note Register in the name of the Depository or Cede & Co., the nominee of the The Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Trust Company, as operator of the Euroclear system and no Note Owner will receive a definitive note (a “Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Definitive Note”) representing such Note Owner’s interest in the related Class of Notes, except as provided in Section 2.03 hereof. Unless and until Definitive Notes have been issued in respect of a Class of Notes pursuant to Section 2.03 hereof: (a) the applicable procedures provisions of this Section 2.02 shall be in full force and effect with respect to such Class of Notes; (b) the Depository. Simultaneously Issuer, the Servicer and the Indenture Trustee may deal with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Depository and the Depository or its nominee, Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the case may be, in connection with transfers authorized representatives of interest as hereinafter provided. The the respective Note Owners; (c) to the extent that the provisions of this Section 2.02 conflict with any other provisions of this Indenture, the “Operating Procedures provisions of this Section 2.02 shall control; and (d) the rights of the Euroclear System” and “Terms and Conditions Governing Use respective Note Owners of Euroclear” a Class of Notes shall be exercised only through the Depository and the “General Terms Depository Participants and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable limited to transfers of beneficial interests in those established by law and agreements between the Regulation S Temporary Global respective Note Owners and the Regulation S Permanent Global Note that Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are held by participants through Euroclear or Clearstreamissued in respect of the Notes pursuant to Section 2.03 hereof, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the Notes to the Depository Participants.

Global Notes. (i) Except as provided in clause (d) Each of Section 2.2 belowthe 2012 Notes, Rule 144A the 2014 Notes initially and the 2019 Notes each shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S The 2012 Notes initially offered and sold (i) in reliance on Rule 144A shall be represented by issued initially in the form of one or more permanent Global Notes in fully registeredregistered form, global substantially in the form without interest coupons set forth in Exhibit A (collectivelythe “2012 Rule 144A Global Note”) and (ii) in “offshore transactions” in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit B (the “2012 Regulation S Global Note”). The 2014 Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit C (the “2014 Rule 144A Global Note”) and (ii) in “offshore transactions” in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit D (the “2014 Regulation S Global Note”). The 2019 Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit E (the “2019 Rule 144A Global Note”), and (ii) in “offshore transactions” in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit F (the “2019 Regulation S Global Note”). The 2012 Regulation S Global Note, the 2014 Regulation S Global Note and the 2019 Regulation S Global Note shall each initially be issued in temporary form, and shall, during the Regulation S Restricted Period, bear the Temporary Regulation S Legend (collectively referred to herein as the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Each Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased 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 adjustments made on the records Trustee or the Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.2 hereof.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee Registrar shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Registrar and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Initial Notes and Additional Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) and Initial Notes and Additional Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes in fully registered, temporary global form without interest coupons notes (collectively, the “Temporary Regulation S Temporary Global Note” and”); and Initial Notes and Additional Notes initially resold to IAIs shall be issued initially in the form of one or more permanent Global Notes in definitive, together with the Regulation S Permanent Global Note fully registered form (defined below)collectively, the “Regulation S IAI Global NotesNote”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Company and authenticated by the Trustee as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)provided in this Indenture. Following the termination of the Restricted Period, beneficial Beneficial ownership interests in the Temporary Regulation S Temporary Global Note shall will not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note, a permanent global security (the “Permanent Regulation S Global Note”), or any other Note without a legend containing restrictions on transfer of such Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for beneficial interests in a permanent Rule 144A Global Note, an IAI Global Note (or the “Permanent Regulation S Permanent Global Note only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary 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 an exchange for an IAI Global Note”, certification that the interest in the Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” (as defined under the Securities Act) pursuant that is acquiring the securities for its own account or for the account of an institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A and (c) in accordance with all applicable procedures securities laws of the DepositoryStates of the United States and other jurisdictions. Simultaneously Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the authentication securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Permanent Global Note or Rule 144A Global Note, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). The Rule 144A Global Note, the Trustee shall cancel IAI Global Note, the Temporary Regulation S Temporary Global NoteNote and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note 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 nominee 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository, Euroclear or Clearstream. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Second Lien Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Second Lien Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Depository participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme societe anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (ithe “Global Notes” and each, a “Global Note”) Except to be deposited with the Indenture Trustee, as provided custodian for The Depository Trust Company, the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in clause (dRegulation S) of Section 2.2 below, Rule 144A Notes initially shall in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes in definitive(each, fully registered, global form without interest coupons (collectively, the a “Rule 144A Temporary Regulation S Global Notes”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes initially shall of the same Class (together with a Temporary Regulation S Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes in fully registered(each, global form without interest coupons (collectively, the a “Regulation S Temporary Rule 144A Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . All Global Notes shall be initially registered on the Note Register in the name of the Depository or Cede & Co., the nominee of the The Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Trust Company, as operator of the Euroclear system and no Note Owner will receive a definitive note (a “Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Definitive Note”) representing such Note Owner’s interest in the related Class of Notes, except as provided in Section 2.03 hereof. Unless and until Definitive Notes have been issued in respect of a Class of Notes pursuant to Section 2.03 hereof: (a) the applicable procedures provisions of this Section 2.02 shall be in full force and effect with respect to such Class of Notes; (b) the Depository. Simultaneously Issuer, the Servicer and the Indenture Trustee may deal with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Depository and the Depository or its nominee, Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the case may be, in connection with transfers authorized representatives of interest as hereinafter provided. The the respective Note Owners; (c) to the extent that the provisions of this Section 2.02 conflict with any other provisions of this Indenture, the “Operating Procedures provisions of this Section 2.02 shall control; and (d) the rights of the Euroclear System” and “Terms and Conditions Governing Use respective Note Owners of Euroclear” a Class of Notes shall be exercised only through the Depository and the “General Terms Depository Participants and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable limited to transfers of beneficial interests in those established by law and agreements between the Regulation S Temporary Global respective Note Owners and the Regulation S Permanent Global Note that Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are held by participants through Euroclear or Clearstreamissued in respect of the Notes pursuant to Section 2.03 hereof, the Depository will make book- entry transfers among the Depository Participants and receive and transmit distributions of principal of and interest on the Notes to the Depository Participants.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream. With respect to any Global Notes, in the event of a conflict between the Applicable Procedures and the terms of this Indenture relating to transfer, exchange or administration of Global Notes or any beneficial interest therein, the Applicable Procedures shall control.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository, Euroclear or Clearstream. Simultaneously with the authentication of the Regulation S Permanent Global Note, the First Lien Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the First Lien Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). The Regulation S Global Notes initially shall be represented by issued initially in the form of one or more temporary global Notes in fully registered, global registered form without interest coupons (collectively, the “Temporary Regulation S Global Notes”). Beneficial interests in the Temporary Regulation S Global NoteNotes will be exchanged for beneficial interests in one or more corresponding permanent global Notes in fully registered form without interest coupons (the “Permanent Regulation S Global Notes” and, together with the Temporary Regulation S Permanent Global Note (defined below)Notes, the “Regulation S Global Notes”), which ) within a reasonable period after the expiration of the Restricted Period upon delivery of the certification contemplated by Section 3. The Temporary Regulation S Global Notes shall also bear the Temporary Regulation S Notes Legend. The Rule 144A Global Notes and the Regulation S Global Notes shall bear the Global Notes Legend and the Restricted Notes Legend. The Rule 144A Global Notes and the Regulation S Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depository Depositary or the a nominee of such Depositary, duly executed by the Depository for Issuer and authenticated by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Trustee or an Authentication Agent as operator of provided in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)Indenture. Following the termination of the Restricted Period, beneficial interests in The Rule 144A Global Notes and the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Notes are each referred to herein as a permanent Global Note (the “Regulation S Permanent Global Note” and are collectively referred to herein as “Global Notes”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or Registrar and the Depository Depositary or its nominee, nominee and on the schedules thereto as the case may behereinafter provided, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” transfers, exchanges, redemptions and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers repurchases of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamtherein.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued in the form of one or more permanent global Notes in definitive, fully registeredregistered form, global form without interest coupons numbered A-1 upward (collectively, the “Rule 144A Global NotesNote”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in Rule 144A Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Notes” attached thereto and each shall provide that are held 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 participants through Euroclear the Trustee or Clearstream.the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Sections 304 and Section 305 of the Base Indenture and Section 2.2(c) of this Appendix A.

Global Notes. (ia) Except as provided in clause (d) The Notes of Section 2.2 below, Rule 144A Notes initially shall each Tranche will be represented on issue by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S either a single Temporary Global Note” and, together with the Regulation S Note or a single Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)Note. Following the termination of the Restricted Period, beneficial interests in the Regulation S Each Temporary Global Note shall be exchanged exchangeable for beneficial interests either Definitive Notes together with (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached, or a permanent Permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously in each case in accordance with the authentication provisions of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S such Temporary Global Note. The aggregate principal amount Each Permanent Global Note shall be exchangeable for Definitive Notes together with (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 safe-keeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Regulation S Programme Agreement or to another appropriate depositary in accordance with any other agreement between the relevant 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 and may be a facsimile. Each Temporary Global Note shall have annexed thereto a copy of the Regulation S applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the relevant Issuer on behalf of the relevant Issuer and shall be authenticated by or on behalf of the Agent and shall, in the case of a Eurosystem-eligible NGN, be effectuated by the common safe-keeper acting on the instructions of the Agent. Each Temporary Global Note so executed and authenticated shall be a binding and valid obligation of the relevant Issuer and title thereto shall pass by delivery. (c) Each Permanent Global Note 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. 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 applicable to transfers of beneficial interests printed or typed in the Regulation S Temporary Global Note form or substantially in the form set out in Part 2 of Schedule 2 and the Regulation S may be a facsimile. Each Permanent Global Note that are held shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by participants through Euroclear a person duly authorised by the relevant Issuer on behalf of the relevant Issuer and shall be authenticated by or Clearstreamon behalf of the Agent and shall, in the case of a Eurosystem-eligible NGN, be effectuated by the common safe-keeper acting on the instructions of the Agent. Each Permanent Global Note so executed and authenticated shall be a binding and valid obligation of the relevant Issuer and title thereto shall pass by delivery.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Notes, shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)Depository. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee in the case of Initial Notes upon request of the Company in a written order signed by an Officer, shall cancel the Regulation S Temporary Global Note. The In the case of Initial Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided The Dollar Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by issued initially in the form of one or more Global Notes substantially in definitivethe form of Exhibit A-1 hereto, fully registeredwith such applicable legends as are provided in Exhibit A-1 hereto, global form without interest coupons except as otherwise permitted herein (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Restricted Dollar Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Common Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the nominee of the Depository case may be, for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.and Clearstream, as operator of duly executed by the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Issuers and authenticated by the Trustee shall cancel the Regulation S Temporary Global Note(or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Restricted Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided. The 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 Trustee purchasers of the Dollar Notes represented thereby with the Common Depositary, and registered in the Depository 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 its agent in connection accordance with transfers of interest Section 2.02) as hereinafter provided. The provisions aggregate principal amount 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 applicable to transfers of beneficial interests in the Regulation S Temporary 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 Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamSecurity Register, as hereinafter provided.

Global Notes. (i) Except 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 clause Exhibit A hereto, except as otherwise permitted herein (d) of Section 2.2 beloweach, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the a “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), 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 Depository Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.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 operator of hereinafter provided. (1) the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination expiration of the Restricted PeriodPeriod and (2) 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 the 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 (the each, a “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes”) pursuant to the applicable procedures of the Depository). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of the a Regulation S Temporary Global Note and the a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records of applicable Regulation S Temporary Global Note or the Trustee and the Depository or its nomineeapplicable Regulation S Permanent Global Note, as the case may be, and recorded in connection with transfers of interest the Security Register, as hereinafter provided. The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use governing use of Euroclear” and the “General Terms and Conditions of Clearstream BankingConditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream. 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 (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 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 Schedule A to such Restricted Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes of any series initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes of any series initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note of any series shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note of any series 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. 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (ithe “Global Notes” and each, a “Global Note”) Except to be deposited with the Indenture Trustee, as provided custodian for The Depository Trust Company, the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in clause (dRegulation S) of Section 2.2 below, Rule 144A Notes initially shall in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes in definitive(each, fully registered, global form without interest coupons (collectively, the a “Rule 144A Temporary Regulation S Global Notes”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes initially shall of the same Class (together with a Temporary Regulation S Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes in fully registered(each, global form without interest coupons (collectively, the a “Regulation S Temporary Rule 144A Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . All Global Notes shall be initially registered on the Note Register in the name of the Depository or Cede & Co., the nominee of the The Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Trust Company, as operator of the Euroclear system and no Note Owner will receive a definitive note (a “Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Definitive Note”) representing such Note Owner’s interest in the related Class of Notes, except as provided in Section 2.03 hereof. Unless and until Definitive Notes have been issued in respect of a Class of Notes pursuant to Section 2.03 hereof: (a) the applicable procedures provisions of this Section 2.02 shall be in full force and effect with respect to such Class of Notes; (b) the Depository. Simultaneously Issuer, the Servicer and the Indenture Trustee may deal with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Depository and the Depository or its nominee, Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the case may be, in connection with transfers authorized representatives of interest as hereinafter provided. The the respective Note Owners; (c) to the extent that the provisions of this Section 2.02 conflict with any other provisions of this Indenture, the “Operating Procedures provisions of this Section 2.02 shall control; and (d) the rights of the Euroclear System” and “Terms and Conditions Governing Use respective Note Owners of Euroclear” a Class of Notes shall be exercised only through the Depository and the “General Terms Depository Participants and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable limited to transfers of beneficial interests in those established by law and agreements between the Regulation S Temporary Global respective Note Owners and the Regulation S Permanent Global Note that Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are held by participants through Euroclear or Clearstreamissued in respect of the Notes pursuant to Section 2.03 hereof, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal of and interest on the Notes to the Depository Participants.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of Agent Members who are designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Notes, shall be registered in the name of the Depository or the nominee of the Depository for Depository. In the accounts case of designated agents holding Initial Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Notes”) shall also be issued on behalf of Euroclear Bank S.A./N.V.or after the Issue Date, as operator deposited with the Notes Custodian, and registered in the name of the Euroclear system Depository or a nominee of the Depository, duly executed by the Issuer 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 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 (“Euroclear”) or Clearstream Bankingexcept 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, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Notes”). Note") and Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “"Regulation S Global Notes”Note"), in each 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 Notes Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding Company and authenticated by the Trustee as provided in this Indenture. One or more global securities 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 behalf of Euroclear Bank S.A./N.V.the Closing Date, as operator deposited with the Notes Custodian, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination a nominee of the Restricted PeriodDepositary, 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. Beneficial ownership interests in the Regulation S Temporary Global Note shall not be exchanged exchangeable for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Note, the Trustee shall cancel IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S Temporary Global Note are each referred to herein as a "Global Note" and are collectively referred to herein as "Global Notes"; provided, that the term "Global Note" when used in Sections 2.1(b) (third paragraph), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Note in global form issued in connection with a Registered Exchange Offer or Private Exchange or pursuant to a Shelf Registration Statement and any Additional Notes issued in global form and sold in a registered offering. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (ithe “Global Notes” and each, a “Global Note”) Except to be deposited with the Indenture Trustee, as provided custodian for The Depository Trust Company, the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in clause (dRegulation S) of Section 2.2 below, Rule 144A Notes initially shall in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes in definitive(each, fully registered, global form without interest coupons (collectively, the a “Rule 144A Temporary Regulation S Global Notes”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes initially shall of the same Class (together with a Temporary Regulation S Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes in fully registered(each, global form without interest coupons (collectively, the a “Regulation S Temporary Rule 144A Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . All Global Notes shall be initially registered on the Note Register in the name of the Depository or Cede & Co., the nominee of the The Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Trust Company, as operator of the Euroclear system and no Note Owner will receive a definitive note (a “Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Definitive Note”) representing such Note Owner’s interest in the related Class of Notes, except as provided in Section 2.03 hereof. Unless and until Definitive Notes have been issued in respect of a Class of Notes pursuant to Section 2.03 hereof: (a) the applicable procedures provisions of this Section 2.02 shall be in full force and effect with respect to such Class of Notes; (b) the Depository. Simultaneously Issuer, the Servicer and the Indenture Trustee may deal with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Depository and the Depository or its nominee, Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the case may be, in connection with transfers authorized representatives of interest as hereinafter provided. The the respective Note Owners; KL2 2868730.8 (c) to the extent that the provisions of this Section 2.02 conflict with any other provisions of this Indenture, the “Operating Procedures provisions of this Section 2.02 shall control; and (d) the rights of the Euroclear System” and “Terms and Conditions Governing Use respective Note Owners of Euroclear” a Class of Notes shall be exercised only through the Depository and the “General Terms Depository Participants and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable limited to transfers of beneficial interests in those established by law and agreements between the Regulation S Temporary Global respective Note Owners and the Regulation S Permanent Global Note that Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are held by participants through Euroclear or Clearstreamissued in respect of the Notes pursuant to Section 2.03 hereof, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal of and interest on the Notes to the Depository Participants.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). The Regulation S Global Notes initially shall be represented by issued initially in the form of one or more temporary global Notes in fully registered, global registered form without interest coupons (collectively, the “Temporary Regulation S Global Notes”). Beneficial interests in the Temporary Regulation S Global NoteNotes will be exchanged for beneficial interests in one or more corresponding permanent global Notes in fully registered form without interest coupons (the “Permanent Regulation S Global Notes” and, together with the Temporary Regulation S Permanent Global Note (defined below)Notes, the “Regulation S Global Notes”), which ) within a reasonable period after the expiration of the Restricted Period upon delivery of the certification contemplated by Section 3. The Temporary Regulation S Global Notes shall also bear the Temporary Regulation S Notes Legend. The Rule 144A Global Notes and the Regulation S Global Notes shall bear the Global Notes Legend and the Restricted Notes Legend. The Rule 144A Global Notes and the Regulation S Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depository Depositary or the a nominee of such Depositary, duly executed by the Depository for Issuer and authenticated by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Trustee or an Authentication Agent as operator of provided in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)Indenture. Following the termination of the Restricted Period, beneficial interests in The Rule 144A Global Notes and the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Notes are each referred to herein as a permanent Global Note (the “Regulation S Permanent Global Note” and are collectively referred to herein as “Global Notes”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or Registrar and the Depository Depositary or its nominee, nominee and on the schedules thereto as the case may behereinafter provided, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” transfers, exchanges, redemptions and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers repurchases of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamtherein.

Global Notes. The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Initial Notes offered and sold in reliance on Regulation S under the Securities Act (i) Except "REGULATION S"), as provided in clause (d) of Section 2.2 belowthe Purchase Agreement, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Note Legend and Regulation S Restricted Notes Legend set forth in Exhibit A hereto (collectively, the “"REGULATION S GLOBAL NOTES"). Initial Notes offered and sold to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A Global Notes”under the Securities Act ("RULE 144A"). Regulation S Notes initially , as provided in the Purchase Agreement, shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Notes Legend and Rule 144A Restricted Notes Legend set forth in Exhibit A hereto (in the case of Rule 144A Global Notes to be held on behalf of Euroclear or Clearstream, the "EUROPEAN RULE 144A GLOBAL NOTES," in the case of Rule 144A Global Notes to be held on behalf of DTC, the "DTC RULE 144A GLOBAL NOTES," and collectively, the “"RULE 144A GLOBAL NOTES"). The Regulation S Temporary Global Note” and, together with Restricted Notes Legend and the Regulation S Permanent Rule 144A Restricted Notes Legend as set forth in Exhibit A hereto are herein collectively called the "RESTRICTED NOTES LEGEND". Each Global Note shall be deposited on behalf of the Initial Purchasers of the Notes represented thereby with (defined below), i) in the “case of European Rule 144A Global Notes and Regulation S Global Notes”)Notes to be held on behalf of Euroclear and Clearstream, which shall be the Common Depositary, at its London office, as custodian for the Depositary, and registered in the name of the Depository Common Depositary or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.the Depositary, and (ii) in the case of DTC Rule 144A Global Notes, with the Trustee, at its New York office, as operator custodian for the Depositary, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination nominee of the Restricted PeriodDepositary, beneficial interests in either case duly executed by the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and Trustee, the Depository Common Depositary, or its nominee, and the Depositary or its nominee as hereinafter provided. Upon consummation of the Registered Exchange Offer, the Exchange Notes may be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Notes Legend set forth in Exhibit A hereto (i) in the case may beof European Rule 144A Global Notes and Regulation S Global Notes to be held on behalf of Euroclear and Clearstream, registered in connection with transfers the name of interest the Common Depositary or a nominee of the Common Depositary, and (ii) in the case of DTC Rule 144A Global Notes, registered in the name of the Depositary or the nominee of the Depositary, and in either case, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provisions aggregate principal amount of such Global Notes may from time to time be increased or decreased by adjustments made on the records of the “Operating Procedures of Trustee, the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” Common Depositary or its nominee, and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear Depositary or Clearstreamits nominee as hereinafter provided.

Global Notes. (a) On the Closing Date, the Company shall cause to be executed and delivered to the Trustee in the manner specified in Section 3.03 (i) Except for Notes of each series sold within the United States to "qualified institutional buyers" as provided defined in clause (d) of Section 2.2 below, and pursuant to Rule 144A Notes initially shall be represented by under the Securities Act, one or more restricted Global Notes (each, a "RULE 144A GLOBAL NOTE"), with the Guarantees endorsed thereon, in definitive, fully registered, global registered form without interest coupons coupons, in denominations of US$1,000 and any integral multiples of US$1,000, substantially in the form of Exhibit D hereto and (collectivelyii) for Notes of each series sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act, one or more Global Notes (each, a "REGULATION S GLOBAL NOTE") with the “Guarantees endorsed thereon, in definitive, fully registered form without interest coupons, in denominations of US$1,000 and any integral multiples of US$1,000, substantially in the form of Exhibit D hereto. The aggregate principal amount of the Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with and the Regulation S Permanent Global Notes of each series shall equal the aggregate principal amount of the Notes of such series that are to be issued on the Closing Date. Until the expiration of the Regulation S Restricted Period, beneficial interests in a Regulation S Global Note may only be held through Euroclear or Clearstream. Until the expiration of the Regulation S Restricted Period, a holder of a beneficial interest in a Regulation S Global Note must provide written certification (an "OWNER NOTES CERTIFICATION") to Euroclear or Clearstream, as the case may be, that the beneficial owner of the interest in such Global Note is not a U.S. Person (as defined in Rule 902(k) under the Securities Act) or is a U.S. Person who purchased such beneficial interest in a transaction that did not require registration under the Securities Act in the form set forth in Exhibit G, and, if permitted under their procedures, Euroclear or Clearstream, as the case may be, must provide to the Trustee a similar certification in the form set forth in Exhibit H (a "DEPOSITARY CERTIFICATION"), prior to any exchange of such beneficial interest for a beneficial interest in a Regulation S Global Note. After the expiration of the Regulation S Restricted Period, beneficial interests in a Regulation S Global Note may be held through organizations other than Euroclear or Clearstream that are participants in DTC. Unless and until a Note is exchanged for an Exchange Note in connection with an effective Registration pursuant to the Registration Rights Agreement, each Rule 144A Global Note and each Individual Note (as defined below) issued in exchange for an interest in a Rule 144A Global Note (defined belowa "RESTRICTED INDIVIDUAL NOTE") shall bear the following legend (the "RULE 144A LEGEND") on the face thereof: THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), the “OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES AND THE LAST DATE ON WHICH FEDEX CORPORATION OR ANY "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF FEDEX CORPORATION WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE") EXCEPT (A) TO FEDEX CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT FEDEX CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL NOTE (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO FEDEX CORPORATION AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Unless and until a Note is exchanged for an Exchange Note pursuant to an effective Exchange Offer Registration Statement or for an interest in a Regulation S Global Notes”Note after the expiration of the Regulation S Restricted Period, each Regulation S Global Note shall bear the following legend (the "REGULATION S LEGEND") on the face thereof: THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), which OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE SECURITIES ACT), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE "REGULATION S RESTRICTED PERIOD") EXCEPT (A) TO FEDEX CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT FEDEX CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD. Each Global Note (i) shall be delivered by the Trustee to DTC acting as the Depositary or, pursuant to DTC's instructions, shall be delivered by the Trustee on behalf of DTC to and deposited with the Custodian, and in either case shall be registered in the name of Cede & Co., or such other name as DTC shall specify, and (ii) shall also bear a legend substantially to the following effect: "Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the nominee 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 inasmuch as the registered owner hereof, Cede & Co., has an interest herein." (b) If at any time the Depositary for any Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Notes or if at any time the Depositary for such Global Notes shall no longer be a clearing agency registered under the Exchange Act, the Company shall appoint a successor Depositary with respect to such Global Notes. If (i) a successor Depositary for such Global Notes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, or (ii) an Event of Default has occurred and is continuing with respect to the Notes, the Company will execute, and the Trustee, upon receipt of an Officers' Certificate if the Company is directing the authentication and delivery thereof, will authenticate and deliver notes of such series in certificated form ("INDIVIDUAL NOTES") in any authorized denominations in an aggregate principal amount equal to the principal amount of such Global Notes in exchange for such Global Notes. If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Depository Holders under the Notes, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator Trustee to obtain possession of the Euroclear system Notes, the Notes shall no longer be represented by such Global Notes. In such event, the Company hereby agrees to execute and the Trustee will authenticate and deliver, in exchange for such Global Notes, Individual Notes (“Euroclear”and if the Trustee has in its possession Individual Notes previously executed by the Company, the Trustee will authenticate and deliver such Notes) of such series, in authorized denominations, in an aggregate principal amount equal to the principal amount of such Global Notes and registered in such name or Clearstream Banking, Société Anonyme names as the Trustee deems appropriate. (“Clearstream”). Following c) Global Notes shall in all respects be entitled to the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global same benefits under this Indenture as Individual Notes authenticated and delivered hereunder. (d) Each Note shall be exchanged for beneficial interests dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the dates specified as set forth in a permanent Global Note (the “Regulation S Permanent Global Note”) Officers' Certificate delivered pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamSection 2.03(b).

Global Notes. The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Initial Notes offered and sold in reliance on Regulation S under the Securities Act (i) Except "REGULATION S"), as provided in clause (d) of Section 2.2 belowthe Purchase Agreement, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Note Legend and Regulation S Restricted Notes Legend set forth in Exhibit A hereto (collectively, the “"REGULATION S GLOBAL NOTES"). Initial Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A Global Notes”under the Securities Act ("RULE 144A"). Regulation S Notes initially , as provided in the Purchase Agreement, shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Notes Legend and Rule 144A Restricted Notes Legend set forth in Exhibit A hereto (in the case of Rule 144A Global Notes to be held on behalf of Euroclear, the "EUROCLEAR RULE 144A GLOBAL NOTES," in the case of Rule 144A Global Notes to be held on behalf of DTC, the "DTC RULE 144A GLOBAL NOTES," and collectively, the “"RULE 144A GLOBAL NOTES,") The Regulation S Temporary Global Note” and, together with Restricted Notes Legend and the Regulation S Permanent Rule 144A Restricted Notes Legend as set forth in Exhibit A hereto are herein collectively called the "RESTRICTED NOTES LEGEND". Each Global Note shall be deposited on behalf of the Initial Purchasers of the Notes represented thereby with (defined below), i) in the “case of Euroclear Rule 144A Global Notes and Regulation S Global Notes”)Notes to be held on behalf of Euroclear and Cedel the Common Depositary, which shall be at its London office, as custodian for the Depositary, and registered in the name of the Depository Common Depositary or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.the Depositary, and (ii) in the case of DTC Rule 144A Global Notes, with the Trustee, at its New York office, as operator custodian for the Depositary, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination nominee of the Restricted PeriodDepositary, beneficial interests in either case duly executed by the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and Trustee, the Depository Common Depositary, or its nominee, and the Depositary or its nominee as hereinafter provided. Upon consummation of the Registered Exchange Offer, the Exchange Notes may be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Notes Legend set forth in Exhibit A hereto (i) in the case may beof Euroclear Rule 144A Global Notes and Regulation S Global Notes to be held on behalf of Euroclear and Cedel, registered in connection with transfers the name of interest the Common Depositary or a nominee of the Common Depositary, and (ii) in the case of DTC Rule 144A Global Notes, registered in the name of the Depositary or the nominee of the Depositary, and in either case, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provisions aggregate principal amount of such Global Notes may from time to time be increased or decreased by adjustments made on the records of the “Operating Procedures Trustee the Common Depositary or its nominee, and the Depositary or its nominee as hereinafter provided. After a transfer of any Initial Notes during the period of the Euroclear System” effectiveness of a Shelf Registration Statement with respect to the Initial Notes and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable pursuant thereto, all requirements for Restricted Notes Legends on such Initial Note will cease to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamapply.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, as operator 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 Euroclear system aggregate principal amount of the Regulation S Temporary Global Note (“Euroclear”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 Private Placement Legend, all as contemplated by this Appendix A); and (2) or Clearstream Banking, Société Anonyme (“Clearstream”)an Officers’ Certificate from the Issuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided The Notes are being offered and sold by the Company pursuant to a Purchase Agreement relating to the Notes, dated October 23, 1997, between the Company and the Initial Purchaser. Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially and/or to a limited number of Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Note Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Rule 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 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 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 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 exchanged 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 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 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 instructions given by the Holder thereof as required by Section 2.06 hereof. Upon effectiveness of the Shelf Registration Statement, the Notes resold or transferred pursuant to the prospectus forming part of the Shelf Registration Statement may be represented by one or more permanent Global Notes in definitive, fully registered form without interest coupons and without the Private Placement Legend, 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 such 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 to reflect transfers of beneficial interests from the Regulation S Permanent Global Note and the Rule 144A Global Notes, subject to the rules and procedures of Euroclear and Cedel, as the case may be, and the Depositary. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “General Terms "Management Regulations" and Conditions "Instructions to Participants" of Clearstream Banking” and “Customer Handbook” of Clearstream Cedel shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Notes and the Regulation S Permanent Global Note Notes that are held by participants Participants through Euroclear or ClearstreamCedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the same. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Global Notes. (i) Except as provided Notes offered and sold in clause (d) of Section 2.2 below, connection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A Notes initially otherwise than in reliance on Regulation S, shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “Rule of 144A Global Notes”). Regulation S Notes initially , 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 one 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 more decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in fully registeredconnection with the Offering by the Initial Purchaser in reliance on Regulation S, global if any, shall be issued initially in the form without interest coupons (collectively, of the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), 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 Bank S.A./N.V.or Cedel, duly executed by the Company and authenticated by the Trustee as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)hereinafter provided. Following the Until termination of the Restricted Period"40-day restricted period" (as defined in Regulation S) ownership of beneficial interests in the Regulation S Temporary Global Note will be limited to Persons that have accounts with Euroclear or Cedel or Persons who hold interests through Euroclear or Cedel, and any resale or transfer of such interests to U.S. Persons (within the meaning of Regulation S) shall not be permitted during the 40-day restricted period unless such resale or transfer is made pursuant to Rule 144A or Regulation S. The 40- day restricted period shall be terminated upon the receipt by the Trustee of (i) a 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 (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, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officer's Certificate from the Company. Within a reasonable period of time following the expiration of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global NoteNote upon delivery to DTC of certification of compliance with the transfer restrictions applicable to the Notes and pursuant to Regulation S under the Securities Act as hereinafter provided. Following the termination of the 40-day restricted period, the Trustee shall cancel beneficial interests in the Regulation S Temporary Permanent Global NoteNote may also be held through organizations other than Cedel or Euroclear that are Participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note 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. The provisions Each Global Note shall represent such of the “Operating Procedures 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 Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Trustee, in accordance with instructions given by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held Holder thereof as required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. The Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Notes transferred in reliance on Regulation S under the Securities Act (i) Except "REGULATION S"), as provided in clause (dSection 2.06(a)(ii) of Section 2.2 belowhereof, Rule 144A Notes initially shall be represented by issued in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S Permanent Global Note (defined below), the “Regulation S Global Notes”GLOBAL NOTE"), which shall be deposited on behalf of the transferee of the Notes represented thereby with the Trustee, as custodian, for the Depositary, and registered in the name of the Depository Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system System (“Euroclear”"EUROCLEAR") or Clearstream BankingCedelbank ("CEDEL"), Société Anonyme (“Clearstream”). Following duly executed by the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nomineenominee 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 may bePurchase Agreement, shall be issued initially in connection the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with transfers the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of interest the purchasers of the Notes represented thereby with the Trustee, 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 provisions aggregate principal amount of the “Operating Procedures Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” Trustee and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear Depositary or Clearstreamits nominee as hereinafter provided.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to a purchase agreement. The Original Notes will be resold initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Original Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ; and Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A hereto. The Rule 144A Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which . The Global Notes shall be deposited upon issuance with the Depositary and registered in the name of the Depository or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of or Clearstream. Beneficial interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Notes at any time except in the limited circumstances as provided in Section 2.06. Beneficial interests in a Regulation S Global Note shall will be exchanged exchangeable for beneficial interests in a permanent Rule 144A Global Note or a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to and then only in compliance with the applicable procedures requirements provided for in Section 2.06. Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.06. Each Global Note shall represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein, and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, 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 amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i1) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream. AI Notes initially shall be represented by one or more Notes in definitive, fully registered global form without interest coupons (collectively, the “AI Global Notes”).

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”), 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 initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, and together with the Regulation S Permanent Global Note (defined identified below), ) the “Regulation S Global NotesNote”), without interest coupons and bearing the Global Notes Legend, 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 Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of designated agents holding 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 behalf of Euroclear Bank S.A./N.V.the Issue Date, as operator deposited with the Custodian, and registered in the name of the Euroclear system 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 Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept 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, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, upon receipt of an Issuer Order, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures Applicable Procedures of the DepositoryDepositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Security and the Regulation S Permanent Global Note Security that are held by participants through Euroclear or Clearstream.

Global Notes. Notes offered and sold to a "qualified institutional buyer" (i) Except as provided defined in clause (d) of Section 2.2 below, Rule 144A Notes initially under the Securities Act) (a "QIB") in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be represented by issued initially in the form of one or more Notes permanent global security in definitive, fully registered, global definitive form without interest coupons (collectivelythe "Restricted Global Note") deposited with the Trustee as custodian for the Depositary and registered in the name of Cede & Co., as nominee for the “Rule 144A Global Notes”)Depositary. Notes offered and sold to certain persons in offshore transactions in reliance on Regulation S Notes initially under the Securities Act ("Regulation S") shall be represented by issued initially in the form of one or more Notes permanent global securities in fully registered, global registered form without interest coupons (collectively, the “"Regulation S Temporary Global Note” and, ," and together with the Regulation S Permanent Restricted Global Note, the "Global Notes") which will be deposited with the Trustee as custodian for the Depositary for the respective accounts of the DTC participants for Mxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Cedel Bank societe anonyme ("Cedel") and registered in the name of Cede & Co., as nominee for the Depositary. The Global Notes shall have the global Note legend and the restricted Note legend set forth in Exhibit A hereto. The Restricted Global Note shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, as custodian for the Depositary (defined belowor with such other custodian as the Depositary may direct), the “Regulation S Global Notes”), which shall be and registered in the name of the Depository Depositary or the a nominee of the Depository Depositary, duly executed by CVS and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by CVS and authenticated by the Trustee as hereinafter provided; provided that upon such deposit all such Notes shall be credited to or through accounts of designated agents holding maintained by the Depositary by or on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global NoteCedel. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. The Initial Notes will be offered and sold by the Company pursuant to a purchase agreement. The Initial Notes will be resold initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Initial Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially sold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Initial Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially sold pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted legend set forth in Exhibit A-1 or Exhibit A-2 hereto. The Rule 144A Global Notes, the IAI Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which . The Global Notes shall be deposited upon issuance with the Common Depositary, as common depositary for the accounts of the applicable Depositories and registered in the name of the Depository or the nominee of the Depository applicable Common Depositary for the accounts of designated agents holding on behalf Euroclear or Clearstream (in the case of Euroclear Bank S.A./N.V.the Euro Notes), or with the Note Custodian, as operator custodian for the applicable Depositary and registered in the name of Cede & Co., as nominee of the Euroclear system applicable Depositary (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”in the case of the Dollar Notes). Following Beneficial interests in the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Note shall Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.06. Beneficial interests in the IAI Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes or the Rule 144A Global Notes at any time except in the limited circumstances provided in Section 2.06. Beneficial interests in a permanent Regulation S Global Note will be exchangeable for beneficial interests in a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to and then only in compliance with the applicable procedures requirements provided for in Section 2.06. Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.06. Each Global Note shall represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein, and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, 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 amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Common Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (ia) Except Following execution by the Company, and authentication by the Trustee, of the Global Notes (as provided in clause (d) of Section 2.2 defined below), Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). . (b) Following execution by the Company, and authentication by the Trustee, of the Global Notes, Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following ) and such Regulation S Global Notes shall be deemed to be a “temporary global security” for purposes of Rule 903 under Regulation S until the termination expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note . (the “Regulation S Permanent Global Note”c) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent each Global Note 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 and exchanges of interest interests therein as hereinafter herein provided. . (d) 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 BankingBanking Luxembourg” and “CBL Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. Notes offered and sold to a "qualified institutional buyer" (i) Except as provided defined in clause (d) of Section 2.2 below, Rule 144A Notes initially under the Securities Act) (a "QIB") in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be represented by issued initially in the form of one or more Notes permanent global securities in definitive, fully registered, global definitive form without interest coupons (collectivelythe "Restricted Global Note") deposited with the Trustee as custodian for the Depositary and registered in the name of Cede & Co., as nominee for the “Rule 144A Global Notes”)Depositary. Notes offered and sold to certain persons in offshore transactions in reliance on Regulation S Notes initially under the Securities Act ("Regulation S") shall be represented by issued initially in the form of one or more Notes permanent global securities in fully registered, global registered form without interest coupons (collectively, the “"Regulation S Temporary Global Note” and, ," and together with the Regulation S Permanent Restricted Global Note, the "Global Notes") which will be deposited with the Trustee as custodian for the Depositary for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking SA ("Clearstream") and registered in the name of Cede & Co., as nominee for the Depositary. The Global Notes shall have the global Note legend and the restricted Note legend set forth in Exhibit A hereto. The Restricted Global Note shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, as custodian for the Depositary (defined belowor with such other custodian as the Depositary may direct), the “Regulation S Global Notes”), which shall be and registered in the name of the Depository Depositary or the a nominee of the Depository Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; PROVIDED that upon such deposit all such Notes shall be credited to or through accounts of designated agents holding maintained by the Depositary by or on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (a) On the Closing Date, the Company shall cause to be executed and delivered to the Trustee in the manner specified in Section 3.03 (i) Except for Notes of each series sold within the United States to "qualified institutional buyers" as provided defined in clause (d) of Section 2.2 below, and pursuant to Rule 144A Notes initially shall be represented by under the Securities Act, one or more restricted global Notes (each, a "Rule 144A Global Note"), with the Guarantees endorsed thereon, in definitive, fully registered, global registered form without interest coupons coupons, in denominations of US$1,000 and any integral multiples of US$1,000, substantially in the form of Exhibit D hereto and (collectively, ii) for Notes of each series sold outside the “Rule 144A Global Notes”). United States in offshore transactions in reliance on Regulation S Notes initially shall be represented by under the Securities Act, one or more Temporary Global Notes (each, a "Temporary Regulation S Global Note") with the Guarantees endorsed thereon, in definitive, fully registered, global registered form without interest coupons (collectivelycoupons, the “Regulation S Temporary Global Note” andin denominations of US$1,000 and any integral multiples of US$1,000, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered substantially in the name form of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global NoteExhibit D hereto. The aggregate principal amount of the Rule 144A Global Notes and the Temporary Regulation S Global Notes of each series shall equal the aggregate principal amount of the Notes of such series that are to be issued on the Closing Date. Beneficial interests in a Regulation S Temporary Global Note may only be held through Euroclear and Clearstream until such interests are exchanged for corresponding interests in an unrestricted Global Note (the "Regulation S Permanent Global Note") as provided in the next sentence. A holder of a beneficial interest in a Regulation S Temporary Global Note may from time must provide written certification (an "Owner Notes Certification") to time be increased Euroclear or decreased by adjustments made on the records of the Trustee and the Depository or its nomineeClearstream, as the case may be, that the beneficial owner of the interest in such Global Note is not a U.S. Person (as defined in Rule 902(k) under the Securities Act) or is a U.S. Person who purchased such beneficial interest in a transaction that did not require registration under the Securities Act in the form set forth in Exhibit G, and Euroclear or Clearstream, as the case may be, must provide to the Trustee a similar certification in the form set forth in Exhibit H (a "Depositary Certification"), prior to any exchange of such beneficial interest for a beneficial interest in a Regulation S Global Note. Any such exchange may take place only after the expiration of the Regulation S Restricted Period. Unless and until a Note is exchanged for an Exchange Note in connection with transfers of interest as hereinafter provided. The provisions of an effective Registration pursuant to 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 applicable to transfers of beneficial interests in the Regulation S Temporary Registration Rights Agreement, each Rule 144A Global Note and the Regulation S Permanent each Individual Note (as defined below) issued in exchange for an interest in a Rule 144A Global Note that are held by participants through Euroclear or Clearstream.(a "Restricted Individual Note") shall bear the following legend (the "Rule 144A Legend") on the face thereof: THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

Global Notes. (i) Except as provided The Dollar Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by issued initially in the form of one or more Global Notes substantially in definitivethe form of Exhibit A-1 hereto, fully registeredwith such applicable legends as are provided in Exhibit A-1 hereto, global form without interest coupons except as otherwise permitted herein (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary "Restricted Dollar Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”"), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Common Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the nominee of the Depository case may be, for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.and Clearstream, as operator of duly executed by the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Issuers and authenticated by the Trustee shall cancel the Regulation S Temporary Global Note(or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Restricted Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-1 hereto. The 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 Trustee purchasers of the Dollar Notes represented thereby with the Common Depositary, and registered in the Depository 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 its agent in connection accordance with transfers of interest Section 2.02) as hereinafter provided. The provisions aggregate principal amount 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 applicable to transfers of beneficial interests in the Regulation S Temporary 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, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-1 hereto. 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 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, the "Restricted Global Notes"), which shall be deposited on behalf of the purchasers of the Euro 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 and Clearstream, 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 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, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-2 hereto. The Euro 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-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the "Regulation S Euro Global Note" and, together with the Regulation S Permanent Dollar Global Note, the "Regulation S Global Notes"), which shall be deposited on behalf of the purchasers of the Regulation S Euro Global 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 and Clearstream, 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 Euro Global Note that are held may from time to time be increased or decreased by participants through Euroclear or Clearstreamadjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note and recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-2 hereto.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Dollar Notes, shall be registered in the name of the Depository or the nominee of the Depository and, in the case of the Euro Notes, shall be registered in the name of the Common Depositary or the nominee of the Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee in the case of Initial Dollar Notes, or the Common Depositary in the case of the Initial Euro Notes, shall cancel the Regulation S Temporary Global Note. The In the case of Initial Dollar Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The In the case of the Initial Euro Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Common Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. In the case of the Initial Euro Notes, 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). One or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “IAI Global Notes”) shall be issued on the Issue Date to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below)coupons, the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of the designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following The Regulation S Global Note shall be deemed a “temporary global note” for purposes of Regulation S until the termination expiration of the Restricted Period, beneficial interests in the whereupon such Regulation S Temporary Global Note shall will henceforth be exchanged deemed a “permanent global note” for beneficial interests in a permanent Global Note (purposes of Regulation S and the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee temporary global note” shall cancel the Regulation S Temporary Global Notealso be deemed cancelled. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global bearer form without interest coupons (collectively, the “Rule 144A Global Notes”). ) and Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global bearer form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”)) without interest coupons and bearing the Global Notes Legend and, in the case of Rule 144A Notes, the Restricted Notes Legend, which shall be registered duly executed by the Issuer, authenticated by the Trustee as provided in the name Indenture and deposited in the X/N System. Regulation S Notes shall be issued initially in the form of the Depository one or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system more temporary global Notes in bearer form (each a “EuroclearRegulation S Temporary Global Note”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in without interest coupons and bearing the Regulation S Temporary Global Note Notes Legend and the Global Notes Legend, which shall be exchanged for beneficial interests duly executed by the Issuer, authenticated by the Trustee as provided in a permanent the Indenture and deposited in the X/N System. The Regulation S Global Note will be exchangeable for a single permanent global Note, (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously ” and together with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the each Regulation S Temporary Global Note a “Regulation S Global Note”) without interest coupons and bearing the Global Notes Legend, which shall be duly executed by the Issuer, authenticated by the Trustee as provided in the Indenture and deposited in the X/N System. The aggregate principal amount After the expiration of the applicable “distribution compliance period” (as defined in Regulation S) and the certification required by Regulation S. Prior to such time, a beneficial interest in the Regulation S Temporary Global Note may be transferred to a person who takes delivery in the form of an interest in the Rule 144A Global Note only in accordance with Section 2.3 hereof. Book-Entry Interests in the Regulation S Global Notes shall not be exchangeable for interests in the Rule 144A Global Notes until the expiration of the Restricted Period. The Rule 144A Global Notes and the Regulation S Permanent Global Notes are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”; provided that the term “Global Note” when used in Sections 2.3(k)(i) and 2.3.(l)(i) shall also include any Note in global form issued in connection with a Registered Exchange Offer or Private Exchange. The aggregate principal amount at maturity of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Principal Paying and Domiciliary Agent, Trustee and and/or the Depository or its nomineeNBB, as applicable, and on the case may be, in connection with transfers of interest schedules thereto 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Notes, shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee in the case of Initial Notes shall cancel the Regulation S Temporary Global Note. The In the case of Initial Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided The Notes are being offered and sold by the Issuer to the Initial Purchaser pursuant to the Note Purchase Agreement. Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be delivered by the Trustee to the Security Depository or pursuant to the Security Depository’s instructions, and registered in the name of the Security Depository or a nominee of the Security Depository, duly executed by the Issuer 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 (up to the maximum authorized amount) or decreased by adjustments made on the records of the Trustee and the Security Depository or its nominee as hereinafter provided. The Trustee shall not be liable for any error or omission by the Security Depository in making such record adjustments and the records of the Trustee shall be controlling with regard to the outstanding principal amount of Rule 144A Global Notes hereunder. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note and shall be delivered by the Trustee to the Security Depository or pursuant to the Security Depository’s instructions, and registered in the name of the Security Depository or the nominee of the Security Depository for the investors’ respective accounts of designated agents holding on behalf of at Euroclear Bank S.A./N.V., S.A./N.V. as operator of and banker to the Euroclear system System (“Euroclear”) or Clearstream Banking, Société Anonyme société anonyme (“Clearstream”), duly executed by the Issuer 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 a written certificate substantially in the form of Exhibit G attached hereto from each prospective Note Owner, together with copies of certificates from Euroclear and Clearstream, certifying that they have received certification from 100% of the aggregate principal amount of the Regulation S Temporary Global Note that such Note Owners (i) are not U.S. Persons and (ii) purchased such beneficial interest in an offshore transaction. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to Notes which will be deposited with the applicable procedures Trustee, as custodian, and registered in the name of a nominee of the Security Depository. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel the Regulation S Temporary Global Note. Notwithstanding any other provision of this Indenture, the Trustee shall not (i) pay interest or principal on any beneficial interest of the Regulation S Temporary Global Note or (ii) permit any exchange of any beneficial interest in the Regulation S Temporary Global Note for a beneficial interest in the Regulation S Permanent Global Note with respect to any beneficial interest held by any Note Owner that has not provided to the Trustee a written certificate in substantially the form attached hereto as Exhibit G. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased (up to the maximum authorized amount) or decreased by adjustments made on the records of the Trustee and the Security Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The Trustee shall incur no liability for any error or omission of the Security Depository in making such record adjustments and the records of the Trustee shall be controlling with regard to the outstanding principal amount of Regulation S Global Notes hereunder. 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 by the Note Registrar at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07 hereof. 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 BankingManagement Regulations” and “Customer HandbookInstructions to Participants” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes that are held by the members of, or participants in, the Security Depository (the “Agent Members”) through Euroclear or Clearstream. Except as set forth in Section 2.07 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Security Depository or to a successor of the Security Depository or its nominee.

Global Notes. Unrestricted Notes shall be issued initially in the form of one or more registered global Notes, numbered Unrestricted GB-1 upward (i) Except as provided in clause (d) of Section 2.2 belowcollectively, the “Unrestricted GB Note”), Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes in definitiveregistered global Notes, fully registered, global form without interest coupons numbered RA-1 upward (collectively, the “Rule 144A Global NotesNote”). ) and Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes in fully registeredglobal registered Notes, global form without interest coupons numbered RS-1 upward (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below”), in each case without interest coupons and bearing the “Regulation S Global Notes”)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 Depository Depositary or the a nominee of the Depository Depositary for the credit to accounts of designated agents holding on behalf of the Depositary’s direct or indirect participants (including Euroclear Bank S.A./N.V.or Clearstream), duly executed by the Company and authenticated by the Trustee as operator of provided in this Indenture. Beneficial ownership interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial Unrestricted GB Note may be exchangeable for interests in the Regulation S Temporary Global Note shall be exchanged for only upon receipt by the Trustee of a written certification from the transferor of the beneficial interests interest in a permanent Global Note (the “form provided on the reverse side of the Initial Notes to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S Permanent Global or (if available) Rule 144 under the Securities Act. The Unrestricted GB Note”) pursuant to , the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Note, the Trustee shall cancel the Regulation S Temporary Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note. The ” and are collectively referred to herein as “Global Notes.” 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 shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased reduced or decreased 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 adjustments made on the records Trustee or the Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers instructions given by the Holder thereof as required by Section 2.06 of interest as hereinafter provided. The provisions this Indenture and Section 2.3(c) 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.this Appendix A.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”), 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 Issuers and authenticated by the Trustee as provided in this Indenture. Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, and together with the Regulation S Permanent Global Note (defined identified below), ) the “Regulation S Global NotesNote”), without interest coupons and bearing the Global Notes Legend, 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 Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts Issuers and authenticated by the Trustee as provided in this Indenture to accommodate transfers of designated agents holding 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 behalf of Euroclear Bank S.A./N.V.the 509335-1996-14206-13941291 Issue Date, as operator deposited with the Custodian, and registered in the name of the Euroclear system Depositary or a nominee of the Depositary, duly executed by the Issuers 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 Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept 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, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures Applicable Procedures of the DepositoryDepositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Security and the Regulation S Permanent Global Note Security that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository, Euroclear or Clearstream. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Second Lien Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Second Lien Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued in the form of one or more permanent global Notes in definitive, fully registeredregistered form, global form without interest coupons numbered A-1 upward (collectively, the “Rule 144A Global NotesNote”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in Rule 144A Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” 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 shall provide that are held 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 participants through Euroclear the Trustee or Clearstream.the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Sections 304 and Section 305 of the Base Indenture and Section 2.2(c) of this Appendix A.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Notes”). Note") and Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “"Regulation S Global Notes”Note"), in each 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 Notes Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding 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 (collectively, the "IAI Global Note") shall also be issued on behalf of Euroclear Bank S.A./N.V.the Closing Date, as operator deposited with the Notes Custodian, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination a nominee of the Restricted PeriodDepositary, 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. Beneficial ownership interests in the Regulation S Temporary Global Note shall not be exchanged exchangeable for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Note, the Trustee shall cancel IAI Global Note or any other Note without a Restricted Notes Legend until the Regulation S Temporary expiration of the Restricted Period. The Rule 144A Global Note. The aggregate principal amount of , the Regulation S Temporary IAI Global Note and the Regulation S Permanent Global Note may from time are each referred to time be increased or decreased by adjustments made on the records of the Trustee herein as a "Global Note" and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.collectively referred

Global Notes. (i) Except as provided Notes offered and sold within the United States to QIBs in clause (d) of Section 2.2 below, accordance with Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). Notes offered and sold within the United States to Institutional Accredited Investors in reliance on Regulation S Notes initially D shall be represented by issued initially in the form of one or more Notes permanent global notes in fully registeredregistered form without interest coupons (collectively, the “IAI Global Notes” and, collectively with the 144A Global Notes, the “Restricted Global Notes”). (ii) Notes offered and sold outside the United States in reliance on Regulation S and denominated in U.S. dollars shall be issued initially in the form of one or more permanent global notes in fully registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . ​ (iii) The Restricted Global Notes and the Regulation S Global Notes shall bear the Global Notes Legend. The Restricted Global Notes shall bear the Restricted Notes Legend. The Restricted Global Notes and the Regulation S Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the nominee of the Depository case may be, for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.and Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as operator of provided in the Euroclear system Indenture. ​ (“Euroclear”iv) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the The Restricted Period, beneficial interests in Global Notes and the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Notes are each referred to herein as a permanent Global Note (the “Regulation S Permanent Global Note” and are collectively referred to herein as “Global Notes”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or Registrar and the Depository Common Depositary or its nominee, nominee and on the schedules thereto as the case may behereinafter provided, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” transfers, exchanges, redemptions and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers repurchases of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamtherein.

Global Notes. (i) Except as provided in clause (d) Following execution by the Company, and authentication by the Trustee, of Section 2.2 belowthe Global Notes and simultaneous with the cancellation of the Initial Certificated Notes, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Following execution by the Company, and authentication by the Trustee, of the Global Notes and simultaneous with the cancellation of the Initial Certificated Notes, Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following ) and such Regulation S Global Notes shall be deemed to be a “temporary global security” for purposes of Rule 903 under Regulation S until the termination expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary each Global Note and the Regulation S Permanent Global Note (as defined below) 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 and exchanges of interest interests therein as hereinafter herein 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 BankingBanking Luxembourg” and “CBL Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold in clause (d) of Section 2.2 below, Rule 144A Notes initially reliance on Regulation S shall be represented by issued initially in the form of one or more Global Notes substantially in definitivethe form of Exhibit A-1 and Exhibit A-2, fully registeredrespec- tively, global form without interest coupons hereto (collectively, with respect to the relevant Dollar Notes) (a “Rule 144A Global Notes”). Dollar Regulation S Notes initially shall be represented by one Global Note”) or more Notes in fully registered, global form without interest coupons Exhibit A-3 hereto (collectively, the with respect to Euro Notes) (a “Euro Regulation S Temporary Global Note” and, together with the Dollar Regulation S Permanent Global Note (defined below)Notes, the “Regulation S Global Notes”), which as applicable, with such applicable legends as are provided in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3 hereto, as applicable, except as otherwise per- mitted herein. Each Dollar Regulation S Global Note shall initially be deposited on behalf of the purchas- ers of the relevant Dollar Notes represented thereby with a custodian for DTC, and registered in the name‌ of Cede & Co., as nominee of DTC, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Euro Regulation S Global Note shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Deposi- tary, and registered in the name of the Depository Common Depositary or its nominee, as the nominee of the Depository case may be, for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.and Clearstream, as operator of duly executed by the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Issuer and authenticated by the Trustee shall cancel (or an authenticating agent appointed by the Regulation S Temporary Global NoteTrustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the applicable Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the applicable Registrar on Schedule A to the records applicable Regulation S Global Note and recorded in the Security Register, as hereinafter provided. The relevant Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued ini- tially in the form of one or more Global Notes substantially in the form of Exhibit A-1 and Exhibit A-2, respectively, hereto, with such applicable legends as are provided in Exhibit A-1 and Exhibit A-2, respec- tively, hereto, except as otherwise permitted herein (a “Dollar 144A Global Note”), which shall be depos- ited on behalf of the purchasers of the relevant Dollar Notes represented thereby with a custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Issuer and au- thenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The ag- gregate principal amount of any Dollar 144A Global Note may from time to time be increased or de- creased by adjustments made by the U.S. Registrar on Schedule A to the relevant Dollar 144A Global Note and recorded in the Depository 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-3 hereto, with such applicable legends as are provided in Exhibit A-3 hereto, except as otherwise permitted herein (the “Euro 144A Global Note” and, together with the Dollar 144A Global Notes, the “144A Global Notes”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Depositary, and regis- tered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Eu- roclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in connection ac- cordance with transfers of interest Section 2.02) as hereinafter provided. The provisions aggregate principal amount of the “Operating Procedures of Euro 144A Global Note may from time to time be increased or decreased by adjustments made by the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and applicable Registrar on Schedule A to the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Euro 144A Global Note and recorded in the Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamSecurity Register, as hereinaf- ter provided.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to a purchase agreement. The Original Notes will be resold initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Original Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Original Notes initially resold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Original Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Original 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, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A hereto. The Rule 144A Global Notes, the IAI Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which . The Global Notes shall be deposited upon issuance with the Trustee as custodian for the Depository and registered in the name of Depository or its nominee, in each case for credit to an account of a direct or indirect participant in the Depository (including Euroclear or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following Beneficial interests in the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.06. Beneficial interests in a Regulation S Global Note shall will be exchanged exchangeable for beneficial interests in a permanent Rule 144A Global Note, an IAI Global Note or a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to and then only in compliance with the applicable procedures requirements provided for in Section 2.06. Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.06. Each Global Note shall represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein, and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, 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 amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Dollar Notes, shall be registered in the name of the Depository or the nominee of the Depository and, in the case of Initial Euro Notes, shall be registered in the name of the Common Depositary or the nominee of the Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Clearstream. In the case of Initial Dollar Notes, as operator one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Notes”) shall also be issued on or after the Issue Date, deposited with the Notes Custodian, and registered in the name of the Euroclear system Depository or a nominee of the Depository, duly executed by the Company 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 Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee in case of Initial Dollar Notes or the Common Depositary in the case of Initial Euro Notes, 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 (“Euroclear”) or Clearstream Bankingexcept 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, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee in the case of Initial Dollar Notes, or the Common Depositary in the case of Initial Euro Notes, shall cancel the Regulation S Temporary Global Note. The In the case of Initial Dollar Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The In the case of Initial Euro Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Common Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. In the case of Initial Euro Notes, 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (ithe “Global Notes” and each, a “Global Note”) Except to be deposited with the Indenture Trustee as provided custodian for The Depository Trust Company, the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in clause (dRegulation S) of Section 2.2 below, Rule 144A Notes in offshore transactions in reliance on Regulation S will initially shall be represented by one or more temporary Global Notes (each, a “Temporary Regulation S Global Note”), upon certification that the beneficial owner thereof is not a U.S. Person. Upon the expiration of the Restricted Period, interests in definitivea Temporary Regulation S Global Note will be exchangeable for interests in a permanent Global Note of the same Class (together with a Temporary Regulation S Global Note, fully registered, global form without interest coupons (collectively, the a “Rule 144A Regulation S Global NotesNote”). Regulation S The Notes initially shall sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes in fully registered(each, global form without interest coupons (collectively, the a “Regulation S Temporary Rule 144A Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . All Global Notes shall be initially registered on the Note Register in the name of the Depository or Cede & Co., the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system DTC and no Note Owner will receive a definitive note (a “Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Definitive Note”) representing such Note Owner’s interest in the related Class of Notes, except as provided in Section 2.3 hereof. Unless and until Definitive Notes have been issued in respect of a Class of Notes pursuant to Section 2.3 hereof: (a) the applicable procedures provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; (b) the Depository. Simultaneously Issuer, the Servicer and the Indenture Trustee may deal with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Depository and the Depository or its nominee, Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the case may beauthorized representatives of the respective Note Owners; (c) to the extent that the provisions of this Section 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.2 shall control; (d) the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the respective Note Owners and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are issued in connection with respect of the Notes pursuant to Section 2.3 hereof, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal of, and interest as hereinafter providedon, the Notes to the Depository Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders holding Notes evidencing a specified percentage of the Adjusted Note Balance of any Class of Notes, the Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Depository Participants owning or representing, respectively, such required Adjusted Note Balance of any Class of Notes and has delivered such instructions to the Indenture Trustee. The provisions of Indenture Trustee shall have no obligation to determine whether 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 applicable to transfers of beneficial interests Depository has in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamfact received any such instructions.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, The Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes notes in definitive, fully registered, global form without interest coupons (collectively, the “"Rule 144A Global Notes”). Note") and the Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes temporary notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “"Regulation S Global Notes”Note"), in each 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 Notes Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts Company and authenticated by the Trustee as provided in the Indenture. One or more global securities 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 date of designated agents holding on behalf of Euroclear Bank S.A./N.V.this Supplemental Indenture, as operator deposited with the Notes Custodian, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination a nominee of the Restricted PeriodDepositary, duly executed by the Company and authenticated by the Trustee as provided in this Supplemental Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Note shall not be exchanged exchangeable for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Note, the Trustee shall cancel IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the Regulation S Temporary Global Note and the IAI 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 Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes sold within the United States to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes under the Securities Act will initially shall be represented by one or more Notes global notes in definitive, fully registered, global registered form without interest coupons attached (collectively, the “Rule 144A Global Notes”). . (ii) Notes sold outside the United States pursuant to Regulation S Notes under the Securities Act will initially shall be represented by one or more Notes temporary global notes in fully registered, global registered form without interest coupons attached (collectively, the “Regulation S Temporary Global Note” andNotes”). Through and including the 40th day after the closing of the Offering (such period, together with the Regulation S Permanent Global Note (defined below)through and including such 40th day, the “distribution compliance period,” as defined in Regulation S Global Notes”S), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Notes may be held only through Euroclear and Clearstream, or a participant thereof, unless transferred to a person that takes delivery through a 144A Global Note shall in accordance with the certification requirements described under this Section 2 and Section 2.07 of the Indenture. Upon expiration of the distribution compliance period, the Regulation S Temporary Global Notes may be exchanged for beneficial interests one or more permanent global notes in a permanent Global Note registered form without interest coupons attached (the “Regulation S Permanent Global NoteNotes” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes” and together with the 144A Global Notes, the “Global Notes”) upon delivery to Euroclear and Clearstream, or a participant thereof, of certification of compliance with the transfer restrictions applicable to the Notes pursuant to Regulation S as provided in the applicable procedures of Indenture. The term Regulation S Global Notes as used herein shall refer to either Regulation S Temporary Global Notes or Regulation S Permanent Global Notes, as the Depositorycontext requires. Simultaneously with After the authentication of 40-day distribution compliance period ends, Holders may also hold their interests in the permanent Regulation S Global Note through organizations other than Clearstream or Euroclear that are Euroclear and Clearstream participants. (iii) The Rule 144A Global Notes, the Regulation S Temporary Global Notes and the Regulation S Permanent Global NoteNotes shall bear the Global Notes Legend, the Trustee shall cancel the Regulation S Temporary Global Note. Notes shall bear the Regulation S Temporary Global Note legend, and the Rule 144A Global Notes shall bear the Restricted Notes Legend. (iv) The Rule 144A Global Notes and the Regulation S Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee or an Authenticating Agent as provided in the Indenture. (v) The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or Registrar and the Depository Depositary or its nominee, nominee and on the schedules thereto as the case may behereinafter provided, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” transfers, exchanges, redemptions and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers repurchases of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamtherein.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”), 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 initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, and together with the Regulation S Permanent Global Note (defined identified below), ) the “Regulation S Global NotesNote”), 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 Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of designated agents holding 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 behalf of Euroclear Bank S.A./N.V.the Issue Date, as operator deposited with the Custodian, and registered in the name of the Euroclear system 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 000X Xxxxxx Xxxx, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept 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, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the DepositoryDepositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Security and the Regulation S Permanent Global Note Security that are held by participants through Euroclear or Clearstream.

Global Notes. 3(a)(9) Notes shall be issued initially in the form of one or more registered global Notes, numbered 3(a)(9)-1 upward (icollectively, the “3(a)(9) Except as provided in clause (d) of Section 2.2 belowGlobal Note”), Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes in definitiveregistered global Notes, fully registered, global form without interest coupons numbered RA-1 upward (collectively, the “Rule 144A Global NotesNote”). ) and Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes in fully registeredglobal registered Notes, global form without interest coupons numbered RS-1 upward (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below”), in each case without interest coupons and bearing the “Regulation S Global Notes”)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 Depository Depositary or the a nominee of the Depository Depositary for the credit to accounts of designated agents holding on behalf of the Depositary’s direct or indirect participants (including Euroclear Bank S.A./N.V.or Clearstream), duly executed by the Company and authenticated by the Trustee as operator of provided in this Indenture. Beneficial ownership interests in the Euroclear system (“Euroclear”3(a)(9) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial Global Note may be exchangeable for interests in the Regulation S Temporary Global Note shall be exchanged for only upon receipt by the Trustee of a written certification from the transferor of the beneficial interests interest in a permanent Global Note (the “form provided on the reverse side of the Initial Notes to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S Permanent Global Note”or (if available) pursuant to Rule 144 under the applicable procedures of the DepositorySecurities Act. Simultaneously with the authentication of the Regulation S Permanent The 3(a)(9) Global Note, the Trustee shall cancel Rule 144A Global Note, the Regulation S Temporary Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note. The ” and are collectively referred to herein as “Global Notes.” 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 shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased reduced or decreased 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 adjustments made on the records Trustee or the Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers instructions given by the Holder thereof as required by Section 2.06 of interest as hereinafter provided. The provisions this Indenture and Section 2.3(c) 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.this Appendix A.

Global Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (ithe “Global Notes” and each, a “Global Note”) Except to be deposited with the Indenture Trustee, as provided custodian for The Depository Trust Company, the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in clause (dRegulation S) of Section 2.2 below, Rule 144A Notes initially shall in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes in definitive(each, fully registered, global form without interest coupons (collectively, the a “Rule 144A Temporary Regulation S Global Notes”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes initially shall (together with a Temporary Regulation S Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes in fully registered(each, global form without interest coupons (collectively, the a “Regulation S Temporary Rule 144A Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . All Global Notes shall be initially registered on the Note Register in the name of the Depository or Cede & Co., the nominee of the The Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Trust Company, as operator of the Euroclear system and no Note Owner will receive a definitive note (a “Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Definitive Note”) representing such Note Owner’s interest in the Notes, except as provided in Section 2.03 hereof. Unless and until Definitive Notes have been issued in respect of the Notes pursuant to Section 2.03 hereof: (a) the applicable procedures provisions of this Section 2.02 shall be in full force and effect with respect to the Depository. Simultaneously Notes; (b) the Issuer, the Servicer and the Indenture Trustee may deal with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Depository and the Depository or its nominee, Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the case may be, in connection with transfers authorized representatives of interest as hereinafter provided. The the respective Note Owners; (c) to the extent that the provisions of this Section 2.02 conflict with any other provisions of this Indenture, the “Operating Procedures provisions of this Section 2.02 shall control; and (d) the rights of the Euroclear System” and “Terms and Conditions Governing Use Note Owners of Euroclear” the Notes shall be exercised only through the Depository and the “General Terms Depository Participants and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable limited to transfers of beneficial interests in those established by law and agreements between the Regulation S Temporary Global respective Note Owners and the Regulation S Permanent Global Note that Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are held by participants through Euroclear or Clearstreamissued in respect of the Notes pursuant to Section 2.03 hereof, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal of and interest on the Notes to the Depository Participants.

Global Notes. The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Initial Notes offered and sold in reliance on Regulation S under the Securities Act (i) Except "REGULATION S"), as provided in clause (d) of Section 2.2 belowthe Purchase Agreement, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Note Legend and Regulation S Restricted Notes Legend set forth in Exhibit A hereto (collectively, the “"REGULATION S GLOBAL NOTES"). Initial Notes offered and sold to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A Global Notes”under the Securities Act ("RULE 144A"). Regulation S Notes initially , as provided in the Purchase Agreement, shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Notes Legend and Rule 144A Restricted Notes Legend set forth in Exhibit A hereto (in the case of Rule 144A Global Notes to be held on behalf of Euroclear, the "EUROCLEAR RULE 144A GLOBAL NOTES," in the case of Rule 144A Global Notes to be held on behalf of DTC, the "DTC RULE 144A GLOBAL Notes," and collectively, the “"RULE 144A GLOBAL NOTES"). The Regulation S Temporary Global Note” and, together with Restricted Notes Legend and the Regulation S Permanent Rule 144A Restricted Notes Legend as set forth in Exhibit A hereto are herein collectively called the "RESTRICTED NOTES LEGEND". Each Global Note shall be deposited on behalf of the Initial Purchasers of the Notes represented thereby with (defined below), i) in the “case of Euroclear Rule 144A Global Notes and Regulation S Global Notes”)Notes to be held on behalf of Euroclear and Cedel the Common Depositary, which shall be at its London office, as custodian for the Depositary, and registered in the name of the Depository Common Depositary or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.the Depositary, and (ii) in the case of DTC Rule 144A Global Notes, with the Trustee, at its New York office, as operator custodian for the Depositary, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination nominee of the Restricted PeriodDepositary, beneficial interests in either case duly executed by the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and Trustee, the Depository Common Depositary, or its nominee, and the Depositary or its nominee as hereinafter provided. Upon consummation of the Registered Exchange Offer, the Exchange Notes may be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Notes Legend set forth in Exhibit A hereto (i) in the case may beof Euroclear Rule 144A Global Notes and Regulation S Global Notes to be held on behalf of Euroclear and Cedel registered in the name of the Common Depositary or a nominee of the Common Depositary, and (ii) in connection with transfers the case of interest DTC Rule 144A Global Notes, registered in the name of the Depositary or the nominee of the Depositary, and in either case, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provisions aggregate principal amount of such Global Notes may from time to time be increased or decreased by adjustments made on the records of the “Operating Procedures Trustee the Common Depositary or its nominee, and the Depositary or its nominee as hereinafter provided. After a transfer of any Initial Notes during the period of the Euroclear System” effectiveness of a Shelf Registration Statement with respect to the Initial Notes and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable pursuant thereto, all requirements for Restricted Notes Legends on such Initial Note will cease to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamapply.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Initial Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) with the restricted securities legend set forth in Exhibit A to this Indenture, and Initial Notes initially resold pursuant to Regulation S Notes initially shall be represented by 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) hereof, beneficial ownership interest in a Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note or a Definitive 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 an exchange for a Definitive Note, in compliance with the requirements described in Section 2.4 and, subject to Section 2.4 hereof, Initial 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, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary IAI Global Note” and”), together in each case without interest coupons and with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”)global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository applicable Depositary or the a nominee of the Depository for applicable Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Issuer and authenticated by the Trustee or the Authentication Agent as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Note, the Trustee shall cancel the IAI Global Note and Regulation S Temporary Global Note. Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository applicable Depositary or its nominee, as the case may be, in connection with transfers of interest nominee 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (ithe “Global Notes” and each, a “Global Note”) Except to be deposited with the Indenture Trustee, as provided custodian for The Depository Trust Company, the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in clause (dRegulation S) of Section 2.2 below, Rule 144A Notes initially shall in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes in definitive(each, fully registered, global form without interest coupons (collectively, the a “Rule 144A Temporary Regulation S Global Notes”). Upon the expiration of the Restricted Period, interests in a Temporary Regulation S Global Note will be exchangeable for interests in permanent Global Notes initially shall of the same Class (together with a Temporary Regulation S Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes in fully registered(each, global form without interest coupons (collectively, the a “Regulation S Temporary Rule 144A Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . All Global Notes shall be initially registered on the Note Register in the name of the Depository or Cede & Co., the nominee of the The Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Trust Company, as operator of the Euroclear system and no Note Owner will receive a definitive note (a “Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Definitive Note”) representing such Note Owner’s interest in the related Class of Notes, except as provided in Section 2.03 hereof. Unless and until Definitive Notes have been issued in respect of a Class of Notes pursuant to Section 2.03 hereof: (a) the applicable procedures provisions of this Section 2.02 shall be in full force and effect with respect to such Class of Notes; (b) the Depository. Simultaneously Issuer, the Servicer and the Indenture Trustee may deal with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Depository and the Depository or its nominee, Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the case may be, in connection with transfers authorized representatives of interest as hereinafter provided. The the respective Note Owners; KL2 2817472.7 (c) to the extent that the provisions of this Section 2.02 conflict with any other provisions of this Indenture, the “Operating Procedures provisions 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 this Section 2.02 shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.control; and

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Notes, shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee in the case of Initial Notes shall cancel the Regulation S Temporary Global Note. The In the case of Initial Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except Notes offered and sold to qualified institutional buyers as provided defined in clause (d) of Section 2.2 below, Rule 144A Notes initially ("QIBs") in reliance on Rule 144A shall be represented by issued initially in the form of one or more Notes global notes in definitive, fully registered, global registered form without interest coupons coupons, (collectively, the “"Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository or a 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 Rule 144A Global Note 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 reliance on Regulation S shall be issued in the form of one or more global notes in definitive, fully registered form without coupons, 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 the Euroclear Bank S.A./N.V.System ("Euroclear") or Cedel Bank, S.A. ("Cedel Bank"), duly executed by the Company and authenticated by the Trustee as operator hereinafter provided. Prior to the 41st day after the later of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination commencement of the Restricted Periodoffering of the Notes and the date of issuance of the Notes, beneficial interests in the Regulation S Temporary Global Note Notes may be held only through Euroclear or Cedel Bank, unless delivery is made through a 144A Global Note. The "40-day restricted period" (as defined in Regulation S) shall be exchanged for terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures ownership of 100 % of the Depository. Simultaneously with the authentication aggregate principal amount of the Regulation S Permanent Global NoteNotes (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 one or more Rule 144A Global Notes, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Trustee shall cancel the Regulation S Temporary Global NoteCompany. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note 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 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, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “General Terms "Management Regulations" and Conditions "Instructions to Participants" of Clearstream Banking” and “Customer Handbook” of Clearstream Cedel Bank shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes that are held by participants the Agent Members through Euroclear or ClearstreamCedel Bank. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee.

Global Notes. (i) Except as provided in clause (dSection 2.2(d) of Section 2.2 belowthis Appendix, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). The Rule 144A Global Note initially shall (x) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (y) be delivered to the Trustee as custodian for such Depository and (z) bear the Global Notes Legend and the Restricted Notes Legend. Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global NotesNote”), which . The Temporary Regulation S Global Note initially shall (x) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (y) be delivered to the Trustee as custodian for such Depository and (z) bear the Global Notes Legend, the Restricted Notes Legend and the Temporary Regulation S Global Notes Legend. Beneficial ownership interests in the Temporary Regulation S Global Note shall not be exchangeable for interests in the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Rule 144A Global Note, as operator of a permanent Global Note (the Euroclear system (“EuroclearPermanent Regulation S Global Note” and, together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or Clearstream Banking, Société Anonyme (“Clearstream”)any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. Following the termination of the Restricted Period, beneficial interests in the Temporary Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent the Permanent Regulation S Global Note (upon certification in form reasonably satisfactory to the “Trustee that beneficial ownership interests in such Temporary Regulation S Permanent Global Note”) 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 otherwise pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Permanent Regulation S Permanent Global Note, the Trustee shall cancel the Temporary Regulation S Temporary Global Note. The Rule 144A Global Note and the Regulation S Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the 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. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nomineenominee and on the schedules thereto as hereinafter provided. Members of, or direct or indirect participants in, the Depository (the “Agent Members”) shall have no rights under the 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 Company, the Trustee and any agent of the Company or the Trustee as the sole owner of the Global Notes for all purposes under the Indenture and the Notes. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices 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, Euroclear or Clearstream, as the case may be, in connection with transfers of interest as hereinafter provided. The and the provisions of the “Operating Procedures Section 2.2 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 this Appendix. In addition, a Global Note shall be applicable exchangeable for Definitive Notes if (x) the Depository (1) notifies the Company at any time that it is unwilling or unable to transfers of beneficial interests in the Regulation S Temporary continue as depositary for such Global Note and the Company thereupon fails to appoint a successor depositary within 90 days or (2) has ceased to be a clearing agency registered under the Exchange Act and the Company thereupon fails to appoint a successor depositary within 90 days, (y) the Company, at its option but subject to the Depository’s requirements, notifies the Trustee in writing that the Company elects to cause the issuance of Definitive Notes or (z) 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; provided that in no event shall the Temporary Regulation S Permanent Global Note that are be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act as confirmed in an Opinion of Counsel delivered to the Trustee. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested in writing by or on behalf of the Depository in accordance with its customary procedures. (iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subclause (ii) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation in accordance with its customary procedures, and, upon receipt of an Authentication Order in accordance with Section 2.02 of the Indenture, the Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. (iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global Note pursuant to Section 2.2 of this Appendix shall, except as otherwise provided in Section 2.2 of this Appendix, bear the Restricted Notes Legend. (v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be held by participants only through Euroclear or ClearstreamClearstream unless delivery is made in accordance with the applicable provisions of Section 2.2 of this Appendix. (vi) The Holder of any Global Note 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 the Indenture or the Notes.

Global Notes. (i) Except 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 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, with such applicable legends as are provided in clause Exhibit A-1 hereto, in the case of the 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, except as otherwise permitted herein (d) of Section 2.2 beloweach, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the a “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), 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 Depository Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.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 operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)hereinafter provided. Following (i) the termination expiration of the Restricted PeriodPeriod 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 the 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 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, except as otherwise permitted herein (the each, a “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes”) pursuant to the applicable procedures of the Depository). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of the a Regulation S Temporary Global Note and the a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records of applicable Regulation S Temporary Global Note or the Trustee and the Depository or its nomineeapplicable Regulation S Permanent Global Note, as the case may be, and recorded in connection with transfers of interest the Security Register, as hereinafter provided. The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use governing use of Euroclear” and the “General Terms and Conditions of Clearstream BankingConditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream. 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, in the case of the 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, 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 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 Schedule A to such Restricted Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to the Private Placement Agreement or issued in respect of certain Accrued Senior Note Interest accrued prior to the Restructuring Effective Date. The Original Notes will be resold initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Original Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Original Notes initially resold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Original Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Original 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, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A-1 or Exhibit A-2 hereto. The Rule 144A Global Notes, the IAI Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which . The Global Notes shall be deposited upon issuance with The Bank of New York Mellon, London Branch, as common depositary for the Depositories and registered in the name of the Depository or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of or Clearstream. Beneficial interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.08. Beneficial interests in a Regulation S Global Note shall will be exchanged exchangeable for beneficial interests in a permanent Rule 144A Global Note, an IAI Global Note or a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to and then only in compliance with the applicable procedures requirements provided for in Section 2.08. Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.08. Each Global Note shall represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein, and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, 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 amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Common Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.08 hereof.

Global Notes. (i) Except Notes offered and sold within the United States to ------------ qualified institutional investors as provided defined in clause (d) of Section 2.2 below, Rule 144A Notes initially ("QIBs") in reliance on Rule 144A shall be represented by one or more Notes issued, initially in definitive, fully registered, global the form without interest coupons (collectively, the “Rule of a 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited with the Trustee at its Corporate Trust Office, as custodian for, and registered in the name of the of, The Depository Trust Company ("DTC") or the nominee of thereof (such depositary, or any successor thereto, and any such nominee being hereinafter referred to as the Depository for "Depositary"), duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary 144A Global Note and the Regulation S Permanent Global Note 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 Depositary as hereinafter provided. The provisions Notes offered and sold outside the United States in compliance with Regulation S under the Securities Act shall be issued initially in the form of one or more permanent global Notes in definitive fully registered form (the "Regulation S Global Note," and together with the 144A Global Note, the "Global Notes"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Regulation S Global Notes shall be registered in the name of the “Operating Procedures Depositary and deposited with the Trustee at its Corporate Trust Office, as custodian for the Depositary, for credit to the respective accounts at the Depositary of the depositories for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System” and “Terms and Conditions Governing Use of Clearance System ("Euroclear” and ") or for Clearstream Banking ("Clearstream"), societe anonyme, in turn for credit to the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers respective accounts of beneficial interests owners of the Notes represented thereby in accordance with the rules thereof. The aggregate principal amount of the Regulation S Temporary Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamDepositary as hereinafter provided.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Notes”). Note") and Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “"Regulation S Global Notes”Note"), in each 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 Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding Company and authenticated by the Trustee as provided in this Indenture. One or more global securities 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 behalf of Euroclear Bank S.A./N.V.the Closing Date, as operator deposited with the Custodian, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination a nominee of the Restricted PeriodDepositary, 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. Beneficial ownership interests in the Regulation S Temporary Global Note shall will not be exchanged exchangeable for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Note, the Trustee shall cancel IAI Global Note or any other Note without a Restricted Notes Legend until the Regulation S Temporary expiration of the Restricted Period. The Rule 144A Global Note. The aggregate principal amount of , the Regulation S Temporary IAI Global Note 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." Subject to the terms of this Indenture, 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 Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule "RULE 144A Global Notes”GLOBAL NOTES"). ; Regulation S Notes initially shall be represented by issued initially in the form of one or more temporary global Notes in fully registered, global form without interest coupons (collectively, the “Regulation "TEMPORARY REGULATION S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined belowGLOBAL NOTES"), in each case without interest coupons and bearing the “Regulation S Global Notes”)Notes Legend and Private Placement Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Temporary Regulation S Global Note shall not be exchangeable for interests in the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Rule 144A Global Note, as operator of a permanent global Note (the Euroclear system (“Euroclear”"PERMANENT REGULATION S GLOBAL NOTE" and, together with the Temporary Regulation S Global Note, the "REGULATION S GLOBAL NOTES") or Clearstream Banking, Société Anonyme (“Clearstream”). Following any other Note without a Private Placement Legend until the termination expiration of the Restricted Period. If any Initial Additional Notes are IAI Notes offered and sold by the Company or initially resold by an Initial Purchaser thereof, beneficial interests in such IAI Notes shall not be represented by a Global Note. The Rule 144A Global Notes and the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Notes are each referred to herein as a permanent Global Note ("GLOBAL NOTE" and are collectively referred to herein as "GLOBAL NOTES," PROVIDED, that the “Regulation S Permanent term "Global Note”" when used in Sections 2.1(b), 2.1(c), 2.1(d), 2.2(g)(i), 2.2(h)(i) pursuant to the applicable procedures of the Depository. Simultaneously and 2.3 shall also include any Note in global form issued in connection with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Notea Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions ; PROVIDED, HOWEVER, the aggregate principal amount 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 Notes outstanding at any time shall be applicable to transfers as provided in SECTION 303 of beneficial interests this Indenture except in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamaccordance 123 with SECTION 306 of this Indenture.

Global Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (ithe “Global Notes” and each, a “Global Note”) Except to be deposited with the Indenture Trustee as provided custodian for The Depository Trust Company, the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in clause (dRegulation S) of Section 2.2 below, Rule 144A Notes in offshore transactions in reliance on Regulation S will initially shall be represented by one or more temporary Global Notes (each, a “Temporary Regulation S Global Note”), upon certification that the beneficial owner thereof is not a U.S. Person. Upon the expiration of the Restricted Period, interests in definitivea Temporary Regulation S Global Note will be exchangeable for interests in a permanent Global Note of the same Class (together with a Temporary Regulation S Global Note, fully registered, global form without interest coupons (collectively, the a “Rule 144A Regulation S Global NotesNote”). Regulation S The Notes initially shall sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes in fully registered(each, global form without interest coupons (collectively, the a “Regulation S Temporary Rule 144A Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . All Global Notes shall be initially registered on the Note Register in the name of the Depository or Cede & Co., the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system DTC and no Note Owner will receive a definitive note (a “Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Definitive Note”) representing such Note Owner's interest in the related Class of Notes, except as provided in Section 2.3 hereof. Unless and until Definitive Notes have been issued in respect of a Class of Notes pursuant to Section 2.3 hereof: a. the applicable procedures provisions of this Section 2.2 shall be in full force and effect with respect to such Class of Notes; b. the Depository. Simultaneously Issuer, the Servicer and the Indenture Trustee may deal with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Depository and the Depository Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the authorized representatives of the respective Note Owners; c. to the extent that the provisions of this Section 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.2 shall control; d. the rights of the respective Note Owners of a Class of Notes shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the respective Note Owners and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are issued in respect of the Notes pursuant to Section 2.3 hereof, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal of, and interest on, the Notes to the Depository Participants; and e. whenever this Indenture requires or its nomineepermits actions to be taken based upon instructions or directions of Noteholders holding Notes evidencing a specified percentage of the Outstanding Note Balance of the Class A Notes and/or the Adjusted Note Balance of the Class B Notes, as applicable, the case may beDepository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Depository Participants owning or representing, in connection with transfers respectively, such required Outstanding Note Balance of interest the Class A Notes and/or the Adjusted Note Balance of the Class B Notes, as hereinafter providedapplicable, and has delivered such instructions to the Indenture Trustee. The provisions of Indenture Trustee shall have no obligation to determine whether 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 applicable to transfers of beneficial interests Depository has in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamfact received any such instructions.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Notes, shall be registered in the name of the Depository or the nominee of the Depository for Depository. In the accounts case of designated agents holding Initial Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Notes”) shall also be issued on behalf of Euroclear Bank S.A./N.V.or after the Issue Date, as operator deposited with the Notes Custodian, and registered in the name of the Euroclear system Depository or a nominee of the Depository, duly executed by the Company 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 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 (“Euroclear”) or Clearstream Bankingexcept 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, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Notes”). Note") and Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “"Regulation S Global Notes”Note"), in each 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 Notes Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding Issuers and authenticated by the Trustee as provided in this Indenture. One or more global securities 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 behalf of Euroclear Bank S.A./N.V.the Closing Date, as operator deposited with the Notes Custodian, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination a nominee of the Restricted PeriodDepositary, duly executed by the Issuers 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 Temporary Global Note shall not be exchanged exchangeable for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Note, the Trustee shall cancel IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S Temporary Global Note are each referred to herein as a "Global Note" and are collectively referred to herein as "Global Notes", provided, that the term "Global Note" when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 of this Appendix shall also include any Note in global form issued in connection with a Registered Exchange Offer or Private Exchange. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold within the United States to QIBs in clause (d) of Section 2.2 below, accordance with Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). Notes offered and sold within the United States to Institutional Accredited Investors in reliance on Regulation S Notes initially D shall be represented by issued initially in the form of one or more Notes permanent global notes in fully registeredregistered form without interest coupons (collectively, the “IAI Global Notes” and, collectively with the 144A Global Notes, the “Restricted Global Notes”). (ii) Notes offered and sold outside the United States in reliance on Regulation S and denominated in U.S. dollars shall be issued initially in the form of one or more permanent global notes in fully registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which . (iii) The Restricted Global Notes and the Regulation S Global Notes shall bear the Global Notes Legend. The Restricted Global Notes shall bear the Restricted Notes Legend. The Restricted Global Notes and the Regulation S Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the nominee of the Depository case may be, for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.and Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as operator of provided in the Euroclear system Indenture. (“Euroclear”iv) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the The Restricted Period, beneficial interests in Global Notes and the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Notes are each referred to herein as a permanent Global Note (the “Regulation S Permanent Global Note” and are collectively referred to herein as “Global Notes”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or Registrar and the Depository Common Depositary or its nominee, nominee and on the schedules thereto as the case may behereinafter provided, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” transfers, exchanges, redemptions and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers repurchases of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamtherein.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below)coupons, the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of the designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following The Regulation S Global Note shall be deemed a “temporary global note” for purposes of Regulation S until the termination expiration of the Restricted Period, beneficial interests in the whereupon such Regulation S Temporary Global Note shall will henceforth be exchanged deemed a “permanent global note” for beneficial interests in a permanent Global Note (purposes of Regulation S and the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee temporary global note” shall cancel the Regulation S Temporary Global Notealso be deemed cancelled. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except Notes offered and sold to a QIB in reliance on Rule 144A, as provided in clause (d) of Section 2.2 belowthe Purchase Agreement, Rule 144A Notes initially shall be represented by one or more Notes issued initially in the form of a single, permanent global note in definitive, fully registered, global registered form without interest coupons with the global securities legend and restricted securities legend set forth in Exhibit A hereto (collectively, the “"Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its office in the Borough of Manhattan, The City of New York, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Rule 144A Global Note 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. The provisions Notes offered and sold in reliance on Regulation S under the Securities Act ("Regulation S"), as provided in the Purchase Agreement, shall be issued initially in the form of a single, permanent global note in definitive, fully registered form without interest coupons with the global securities legend and restricted securities legend set forth in Exhibit A hereto (the "Regulation S Global Note"), which shall be deposited on behalf of the “Operating Procedures purchasers of the Notes represented thereby with the Trustee, at its office in the Borough of Manhattan, the City of New York, as custodian, for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or the nominee of the Depository, for the accounts of the Euroclear System” System ("Euroclear") and “Terms Cedel Bank, societe anonyme ("Cedel"), duly executed by the Company and Conditions Governing Use of Euroclear” and authenticated by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers Trustee as hereinafter provided. Any resale or transfer of beneficial interests in the Regulation S Temporary Global Note and shall be made only pursuant to Rule 144A or Regulation S, after delivery to the Company by the transferor, if required by the Company, of the opinions, certificates or other information described in Section 2.6. The aggregate principal amount of the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, as hereinafter provided. Each Global Note (as defined in paragraph (c) below) shall represent such of the outstanding Notes as shall be specified therein and each shall provide that are held 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 participants through Euroclear the Trustee or Clearstreamthe Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof.

Global Notes. (i) Except as provided Notes offered and sold in clause (d) of Section 2.2 below, connection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A Notes initially otherwise than in reliance on Regulation S, shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “Rule of 144A Global Notes”). Regulation S Notes initially , 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 one 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 more decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in fully registeredconnection with the Offering by the Initial Purchaser in reliance on Regulation S, global if any, shall be issued initially in the form without interest coupons (collectively, of the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), 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 Bank S.A./N.V.or Cedel, duly executed by the Company and authenticated by the Trustee as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)hereinafter provided. Following the Until termination of the Restricted Period"40-DAY RESTRICTED PERIOD" (as defined in Regulation S) ownership of beneficial interests in the Regulation S Temporary Global Note will be limited to Persons that have accounts with Euroclear or Cedel or Persons who hold interests through Euroclear or Cedel, and any resale or transfer of such interests to U.S. Persons (within the meaning of Regulation S) shall not be permitted during the 40-day restricted period unless such resale or transfer is made pursuant to Rule 144A or Regulation S. The 40-day restricted period shall be terminated upon the receipt by the Trustee of (i) a 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 (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, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officer's Certificate from the Company. Within a reasonable period of time following the expiration of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global NoteNote upon delivery to DTC of certification of compliance with the transfer restrictions applicable to the Notes and pursuant to Regulation S under the Securities Act as here- inafter provided. Following the termination of the 40-day restricted period, the Trustee shall cancel beneficial interests in the Regulation S Temporary Permanent Global NoteNote may also be held through organizations other than Cedel or Euroclear that are Participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note 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. The provisions Each Global Note shall represent such of the “Operating Procedures 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 Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Trustee, in accordance with instructions given by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held Holder thereof as required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to the Confirmation Order and the Safeguard Plan. The Original Notes will be resold initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Original Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Original Notes initially resold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Original Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Original 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, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A hereto. The Rule 144A Global Notes, the IAI Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which .” The Global Notes shall be deposited upon issuance with The Bank of New York Mellon, London Branch, as common depositary for the Depositories and registered in the name of the Depository or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of or Clearstream. Beneficial interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.06. Beneficial interests in a Regulation S Global Note shall will be exchanged exchangeable for beneficial interests in a permanent Rule 144A Global Note, an IAI Global Note or a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to and then only in compliance with the applicable procedures requirements provided for in Section 2.06. Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.06. Each Global Note shall represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein, and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, 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 amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Common Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof 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 applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. Each of the Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (ithe “Global Notes” and each, a “Global Note”) Except to be deposited with the Indenture Trustee, as provided custodian for DTC, the initial Depository, by or on behalf of the Issuer. The Notes sold to non-U.S. persons (as defined in clause (dRegulation S) of Section 2.2 below, Rule 144A Notes initially shall in offshore transactions in reliance on Regulation S will be represented by one or more temporary Global Notes in definitive(each, fully registered, global form without interest coupons (collectively, the a “Rule 144A Regulation S Temporary Global NotesNote”). Upon the expiration of the Restricted Period, interests in a Regulation S Temporary Global Note will be exchangeable for interests in one or more permanent Global Notes initially shall (together with a Regulation S Temporary Global Note, a “Regulation S Global Note”). The Notes sold to U.S. Persons which are Qualified Institutional Buyers will be represented by one or more temporary Global Notes in fully registered(each, global form without interest coupons (collectivelya “Rule 144A Global Note”). All Global Notes, the “including Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Notes and Regulation S Global Notes”), which shall be initially registered on the Note Register in the name of the Depository or Cede & Co., the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.DTC, as operator of the Euroclear system and no Note Owner will receive a definitive note (a “EuroclearDefinitive Note”) representing such Note Owner’s interest in the Notes, except as provided in Section 2.03 hereof. Persons acquiring beneficial ownership interests in the Notes may elect to hold such interests through DTC in the United States, or through Clearstream Bankingor Euroclear in Europe, Société Anonyme (“Clearstream”)through participants in such systems, or through other organizations which are indirect participants in such systems. Following the termination of During the Restricted Period, beneficial interests in the Regulation S Temporary Global Note Notes may be held only through Clearstream or Euroclear. Unless and until Definitive Notes have been issued in respect of the Notes pursuant to Section 2.03 hereof: (a) the provisions of this Section 2.02 shall be exchanged for beneficial interests in a permanent Global Note full force and effect with respect to such Notes; (b) the “Regulation S Permanent Global Note”) pursuant to Issuer, the applicable procedures of Servicer and the Depository. Simultaneously Indenture Trustee may deal with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Depository and the Depository or its nominee, Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the case may be, in connection with transfers authorized representatives of interest as hereinafter provided. The the respective Note Owners; (c) to the extent that the provisions of this Section 2.02 conflict with any other provisions of this Indenture, the “Operating Procedures provisions of this Section 2.02 shall control; and (d) the rights of the Euroclear System” and “Terms and Conditions Governing Use respective Note Owners of Euroclear” the Notes shall be exercised only through the Depository and the “General Terms Depository Participants and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable limited to transfers of beneficial interests in those established by law and agreements between the Regulation S Temporary Global respective Note Owners and the Regulation S Permanent Global Note that Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are held by participants through Euroclear or Clearstreamissued in respect of the Notes pursuant to Section 2.03 hereof, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal of, and interest on, the Notes to the Depository Participants.