Common use of Global Notes Clause in Contracts

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Notes offered and sold issued in reliance on Regulation S shall global form will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (including the Global Note Legend thereon and the “Regulation S Schedule of Exchanges of Interests in the Global Note”” attached thereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs issued in reliance on Rule 144A shall definitive form will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (but without the Global Note Legend thereon and without the “Restricted Schedule of Exchanges of Interests in the Global Note”” attached thereto), which shall be deposited on behalf . Each Global Note will represent such of the purchasers outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the DepositoryHolder thereof as required by Section 2.06 hereof. The Company shall execute and the Trustee shall, in accordance with Section 2.02 hereof, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depository Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Custodian. Participants shall have no rights either under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or Trustee as the owner of such Global Note for all purposes. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent or other agent of the Company or the Trustee from giving effect to any written certificate, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The Trustee shall have no responsibility or obligation to any Holder, any member or Participant of DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any Participant or member thereof, as with respect to any ownership interest in the case may be, for credit Notes or with respect to an account the delivery of DTC any notice (including without limitation any notice of redemption) or Participants, duly executed by the Issuer and authenticated by the Trustee payment of any amount or delivery of any Notes (or its agent in accordance other security or property) under which or with Section 2.02) as hereinafter providedrespect to the Notes. The aggregate principal amount of the Restricted Global Note Trustee may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note rely (and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially fully protected in the form of one or more Global Notes substantially in the form of Exhibit A heretorelying) upon information furnished by DTC with respect to its members, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, Participants and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Indirect Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Increases or Decreases in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Increases or Decreases in the Global Note” attached thereto). Each Global Note will represent such aggregate principal amount of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, repurchases, transfers of interests and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 3.06 hereof. Notes initially offered and sold to QIBs in the United States in reliance on Rule 144A shall be issued in the form of one or more QIB Global Notes, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, as custodian for the Depositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case nominee of the Regulation S Global Notes, Depositary for the accounts of designated agents holding on behalf of Euroclear and or Clearstream), duly executed by the Issuer Company and the Guarantors and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount procedures of Euroclear and Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note may from time to time be increased that are held by Participants through Euroclear or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedClearstream.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes Notes, substantially in the form of Exhibit A hereto, with such applicable legends as are provided attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”" attached thereto), which . Each Global Note shall be deposited on behalf represent such of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note 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 aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Registrar on Schedule A to Trustee in accordance with instructions given by the Restricted Holder thereof as required by Section 204 hereof. Each Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors (i) shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A heretoregistered, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary designated for such Global Note pursuant to Section 204, or its nomineein the name of a nominee of such Depositary, (ii) shall be deposited with the Trustee, as Custodian for the case may beDepositary, and (iii) shall bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Each Depositary designated pursuant to Section 204 for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI a Global Note may from must, at the time to time of its designation and at all times while it serves as Depositary, be increased a clearing agency registered under the Exchange Act and any other applicable statute or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedregulation.

Global Notes. Rule 144A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes substantially shall be issued initially in the form of Exhibit A heretoone or more global Notes, with such applicable legends as are provided in Exhibit A heretonumbered S-1 upward (collectively, except as otherwise permitted herein (the “Regulation S Global 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 DepositoryCustodian, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Depositary, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded provided in the Security Register, as hereinafter providedIndenture. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes substantially in Legend and the form of Exhibit A heretoRestricted Notes Legend, with such applicable legends as are provided in Exhibit A heretonumbered I-1 upward (collectively, except as otherwise permitted herein (the “Restricted IAI Global Note”)) shall also be issued on the Issue Date, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryCustodian, and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Company and authenticated by the Trustee (as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs after the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or its agent in accordance with Section 2.02) as hereinafter providedany Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as 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 it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as applicable, to the Restricted reflect exchanges and redemptions. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or the IAI Global Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of the Indenture and recorded in the Security Register, as hereinafter provided.Section 2.3(c) of this Appendix A.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the each a “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer OPTI and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the a Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the each a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer OPTI and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the a Restricted Global Note and recorded in the Security Register, as hereinafter provided. If and when issued, Exchange Notes transferred offered to Accredited Investors Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the each an “IAI Exchange Global Note”), which shall be deposited on behalf of the purchasers Holders of the Exchange Notes represented thereby with the DepositoryDepositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer OPTI and authenticated by the Trustee (or its an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Exchange Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI an Exchange Global Note and recorded in the Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of any Initial Note remaining outstanding after the consummation of an Exchange Offer, the Registrar shall deliver such new Initial Note only in global form, subject to Section 2.10, and such new Initial Note shall continue to bear the applicable legends set forth in Exhibit A hereto. In the case of a Restricted Global Note, such legends shall include the Private Placement Legend unless (x) the appropriate period referred to in Rule 144(k) under the Securities Act has elapsed or (y) there is delivered to the Registrar an opinion of counsel reasonably satisfactory to OPTI and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, exchange or replacement of any Note pursuant to a Shelf Registration Statement, the Registrar shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to bear the Private Placement Legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be reflected in the Exchange Global Note.

Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more a Global Notes Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository a Common Depositary for Euroclear or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more a Global Notes Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may bea Common Depositary, for credit to an account of DTC or ParticipantsEuroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the each such Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the "Schedule of Principal Amount in the Global Note" attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more a Global Notes Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “"Regulation S Global Note”"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, a Custodian for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream)DTC, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more a Global Notes Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “"Restricted Global Note”"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may bea Custodian, for credit to an account of DTC or ParticipantsDTC, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the each such Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to the Issuers or any Subsidiary of the Issuers shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred to interests in a Global Note upon transfer of such Note to someone other than the Issuers or a Subsidiary permitted hereby.

Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more a Global Notes Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, a Custodian for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream)DTC, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more a Global Notes Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may bea Custodian, for credit to an account of DTC or ParticipantsDTC, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the each such Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Notes offered and sold to qualified institutional buyers ------------ as defined in Rule 144A ("QIBs") in reliance on Regulation S Rule 144A shall be issued initially in the form of one or more Rule 144A Global Notes substantially in the form of Exhibit A heretodefinitive, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”)fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, as Custodian for the Depositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Depositary, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Rule 144A Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note Trustee and recorded in the Security Register, Depositary or its nominee as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A Regulation S shall be issued initially in the form of one or more Regulation S Global Notes substantially in the form of Exhibit A heretodefinitive, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”)fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, as Custodian for the Depositary, and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided, for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of the Restricted Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Restricted Global Note Trustee and recorded in the Security Register, Depositary or its nominee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes transferred to Accredited Investors as shall be issued initially in specified therein and each shall provide that it shall represent the form aggregate amount of one or more Global outstanding Notes substantially in from time to time endorsed thereon and that the form aggregate amount of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the outstanding Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased reduced or decreased by adjustments 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 Registrar on Schedule A to Trustee or the IAI Global Note and recorded Custodian, at the direction of the Trustee, in accordance with instructions given by the Security Register, Holder thereof as hereinafter providedrequired by Section 2.6 hereof.

Global Notes. Rule 144A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes substantially shall be issued initially in the form of Exhibit A heretoone or more global Notes, with such applicable legends as are provided in Exhibit A heretonumbered RS-1 upward (collectively, except as otherwise permitted herein (the “Regulation S Global 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 DepositoryCustodian, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Depositary, duly executed by the Issuer Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded provided in the Security Register, as hereinafter providedIndenture. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes substantially in Legend and the form of Exhibit A heretoRestricted Notes Legend, with such applicable legends as are provided in Exhibit A heretonumbered RIAI-1 upward (collectively, except as otherwise permitted herein (the “Restricted IAI Global Note”)) may also be issued on the Issue Date, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryCustodian, and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Issuers and authenticated by the Trustee (or its agent as provided in accordance with Section 2.02) as hereinafter providedthis Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in such Note or such greater or lesser amount as is set forth in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as applicable, to the Restricted reflect exchanges and redemptions. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or the IAI Global Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of this Indenture and recorded in the Security Register, as hereinafter provided.Section 2.2(c) of this Appendix A.

Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary or DTC Custodian, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Institutional Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary or DTC Custodian, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. If and when issued, Exchange Notes offered to Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Exchange Global Note”), which shall be deposited on behalf of the Holders of the Exchange Notes represented thereby with the Depositary or DTC Custodian, 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 2.02) as hereinafter provided. The aggregate principal amount of the Exchange Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Exchange Global Note and recorded in the Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of any Original Note remaining outstanding after the consummation of an Exchange Offer, the Registrar shall deliver such new Original Note only in global form, subject to Section 2.10, and such new Original Note shall continue to bear the applicable legends set forth in Exhibit A hereto. In the case of a Restricted Global Note, such legends shall include the Private Placement Legend unless (x) the appropriate period referred to in Rule 144(k) under the Securities Act has elapsed or (y) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. In the case of a IAI Global Note, such legends shall include the IAI Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, exchange or replacement of any Note pursuant to a Shelf Registration Statement, the Registrar shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to bear the Private Placement Legend or the IAI Legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be reflected in the Exchange Global Note.

Global Notes. The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more fully registered Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”)Securities, which shall be deposited on behalf of the purchasers holders of the Notes represented thereby with the Depository, DTC and registered in the name of the Depository or its Cede & Co., DTC’s nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and Company, authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance and with Section 2.02) guarantees endorsed thereon as hereinafter provided. The aggregate principal amount of the Regulation S Global Note outstanding Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note Trustee and recorded in the Security Register, DTC or its nominee as hereinafter provided. Initial Notes offered and sold by the Company to QIBs in reliance on Rule 144A the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof shall be issued initially in the form of one or more fully registered Global Notes substantially in Notes, duly executed by the form of Exhibit A hereto, with such applicable legends Company and authenticated by the Trustee as are hereinafter provided in Exhibit A hereto, except as otherwise permitted herein and shall bear the Private Placement Legend (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the . Initial Notes represented thereby with the Depository, offered and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed sold by the Issuer and authenticated by Company to Non-U.S. Persons in offshore transactions in reliance on Regulation S under the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors Securities Act shall be issued initially in the form of one or more fully registered Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or ParticipantsNotes, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter providedprovided and shall bear the Regulation S Legend (the “Regulation S Global Note”). The aggregate Exchange Notes issued pursuant to the Exchange Offer (as defined in the Registration Rights Agreement) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law, but such Global Note need not bear the Private Placement Legend or the Regulation S Legend. Notes issued after the Original Issue Date (as defined in the form of Global Note attached hereto as Exhibit A) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear any legends required by Section 2.3(c) and any legends required by applicable law. If a beneficial interest in the Restricted Global Note or the Regulation S Global Note is to be transferred after the relevant Resale Restriction Termination Date with respect to such Note, the Registrar shall reflect on its books and records the date and (A) a decrease in the principal amount of the IAI relevant Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A in an amount equal to the IAI principal amount of the beneficial interest in the relevant Global Note to be transferred and recorded (B) an increase in the Security Registerprincipal amount of a Global Note that does not bear the Private Placement Legend or the Regulation S Legend in an amount equal to the principal amount of the beneficial interest being so transferred, unless definitive notes shall have been issued in accordance with the next paragraph, in which case the beneficial interest to be transferred shall be issued in the form of one or more fully registered definitive Notes in accordance with the terms hereof. The Global Notes may not be transferred except by DTC, in whole and not in part, to another nominee of DTC or to a successor of DTC or its nominee. If at any time DTC notifies the Company that DTC is unwilling to continue as hereinafter providedthe Depositary for the Global Notes or ceases to be a clearing agency, or if the Company so elects or if there is an Event of Default under the Notes, then the Company shall execute, and the Trustee shall, upon receipt of a Company Order for authentication, authenticate and deliver, definitive Notes in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes, which DTC will distribute to its participants.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit Series A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”)Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Depository, Note Custodian and registered in the name of the Depository or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepository, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate If beneficial interests in any such 144A Global Note are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall so require, such beneficial interests shall be represented by an IAI Global Note having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be deposited on behalf of the Restricted Global beneficial owners of the Series A Notes represented thereby with the Note may from time to time be increased Custodian and registered in the name of the Depository or decreased by adjustments made a nominee of the Depository, duly executed by the Registrar on Schedule A to Company and authenticated by the Restricted Global Note and recorded in the Security Register, Trustee as hereinafter provided. Any Series A Notes transferred to Accredited Investors offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Depository, Note Custodian and registered in the name of the Depository or its nominee, as the case may be, nominee of the Depository for credit to an account the accounts of DTC designated agents holding on behalf of Euroclear or ParticipantsClearstream, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) 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 Depository, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note may from time to time shall be increased exchanged for beneficial interests in one or decreased by adjustments made by the Registrar on Schedule A more Regulation S Permanent Global Notes pursuant to the IAI Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. Each Global Note shall represent such of the outstanding Notes as shall be specified therein, and recorded in each shall provide that it shall represent the Security Register, as hereinafter provided.aggregate amount of outstanding Notes from time

Global Notes. The Notes are being offered and sold by the Company ------------ pursuant to a purchase agreement relating to the Notes, dated October 1, 1996, between the Company and the Initial Purchasers (the "Purchase Agreement"). Notes offered and sold to Qualified Institutional Buyers as defined in Rule 144A ("QIBs") in reliance on Regulation S Rule 144A shall be issued initially in the form of one or more Restricted Global Notes substantially in the definitive, fully registered form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”)without interest coupons, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Depositary, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Restricted Global Note Trustee and recorded in the Security Register, Depositary or its nominee as hereinafter provided. Notes transferred to Accredited Investors offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Unrestricted Global Notes substantially in the definitive, fully registered form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”)without interest coupons, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, Depositary for credit to an account the accounts of DTC designated agents holding on behalf of the Euroclear System ("Euroclear") or Participants, Cedel Bank Societe Anonyme ("Cedel") duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Unrestricted Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the IAI Global Note Trustee and recorded in the Security Register, Depositary or its nominee 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 custodian, at the direction of the Trustee, in accordance with instructions given by the holder thereof as required by Section 2.6 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel shall be applicable to interests in the Unrestricted Global Note that are held by the Agent Member through Euroclear or Cedel. Except as set forth in Section 2.6 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. 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 A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, with such applicable legends as are provided in Exhibit A A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, except as otherwise permitted herein (the each, a “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the a Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the applicable Regulation S Global Note and recorded in the Security Register, as hereinafter provided. The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and Conditions governing use of Euroclear” and the “General Terms and Conditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, with such applicable legends as are provided in Exhibit A A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, except as otherwise permitted herein (the each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes of the applicable series represented thereby with the DepositoryDepositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02or, as applicable, by the Authenticating Agent) as hereinafter provided. The aggregate principal amount of the any Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the such Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Floating Rate Notes offered and sold issued in reliance on Regulation S shall global form will be issued initially substantially in the form of one Exhibits A1 or more A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Fixed Rate Notes issued in global form will be substantially in the form of Exhibits B1 or B2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Floating Rate Notes and Fixed Rate Notes issued in definitive form will be substantially in the form of Exhibit A heretoA1 and Exhibit B1, with such applicable legends as are provided in Exhibit A heretorespectively, except as otherwise permitted herein hereto (but without the Global Note Legend thereon and without the “Regulation S Schedule of Exchanges of Interests in the Global Note”” attached thereto), which shall be deposited on behalf . Each Floating Rate Global Note and each Fixed Rate Global Note will represent such of the purchasers of the outstanding Floating Rate Notes represented thereby with the Depositoryand Fixed Rate Notes, and registered in the name of the Depository or its nomineerespectively, as will be specified therein and each shall provide that it represents the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Floating Rate Notes or Fixed Rate Notes, respectively, from time to time endorsed thereon and that the Regulation S Global Note aggregate principal amount of outstanding Floating Rate Notes and Fixed Rate Notes, respectively, represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as appropriate, to the Regulation S reflect exchanges and redemptions. Any endorsement of a Floating Rate Global Note and recorded or a Fixed Rate Global Note to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time outstanding Floating Rate Notes or Fixed Rate Notes, respectively, represented thereby will be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or the Restricted Global Note and recorded in Custodian, at the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf direction of the purchasers of the Notes represented thereby with the DepositoryTrustee, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made instructions given by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, Holder thereof as hereinafter providedrequired by Section 2.06 hereof.

Global Notes. The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated November 15, 2015, among the Issuer, the Guarantors and Xxxxxx Xxxxxxx & Co. LLC. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued initially in the form of one or more a permanent Global Notes Note substantially in the form of Exhibit A heretoAnnex A, with such applicable including appropriate legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein Section 302 (the “Regulation S Rule 144A Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. 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, as Securities Custodian, as hereinafter provided. Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America (or an authenticating agent appointed the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a permanent Global Note substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Regulation S Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be held through Euroclear and Clearstream, and may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Note in accordance with Section 2.02) as hereinafter providedthe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note after the Restricted Period through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note and recorded in the Security RegisterTrustee, as Securities Custodian, as hereinafter provided. Initial Notes offered and sold Additional Restricted Notes resold to QIBs IAIs (the “Institutional Accredited Investor Notes”) in reliance on Rule 144A the United States of America shall be issued initially in the form of one or more a permanent Global Notes Note substantially in the form of Exhibit Annex A hereto, with such applicable including appropriate legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein Section 302 (the “Restricted Institutional Accredited Investor Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance as herein provided and deposited upon issuance with Section 2.02) the Trustee, as hereinafter providedSecurities Custodian. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Restricted Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Restricted Global Note and recorded in the Security RegisterTrustee, as Securities Custodian, as hereinafter provided. Exchange Notes transferred to exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investors Investor Notes shall be issued initially in the form of one or more a permanent Global Notes Note, substantially in the form of Exhibit A heretoAnnex A, with such applicable including appropriate legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein Section 302 (the “IAI Exchange Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance as herein provided and deposited upon issuance with Section 2.02) the Trustee, as hereinafter providedSecurities Custodian. The aggregate principal amount of the IAI Exchange Global Note may from time be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to time be increased or decreased represented by adjustments made by a single certificate. The Rule 144A Global Note, the Registrar on Schedule A to Regulation S Global Note, the IAI Institutional Accredited Investor Global Note and recorded in the Security Register, Exchange Global Note are sometimes collectively herein referred to as hereinafter providedthe “Global Notes.” ARTICLE FOUR

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Depositorya custodian for DTC, and registered in the name of the Depository DTC or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided. The Dollars Notes transferred to Accredited Investors 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 A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “IAI Regulation S Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Depositorya custodian for DTC, and registered in the name of the Depository DTC or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Regulation S Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Regulation S Dollar Global Note and recorded in the Security Register, as hereinafter provided. The Euro Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Restricted Euro Global Note”), 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 Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted 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.

Global Notes. Rule 144A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes substantially shall be issued initially in the form of Exhibit A heretoone or more global Notes, with such applicable legends as are provided in Exhibit A heretonumbered RS-1 upward (collectively, except as otherwise permitted herein (the “Regulation S Global 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 DepositoryCustodian, and registered in the name of the Depository Custodian or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Custodian, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded provided in the Security Register, as hereinafter providedIndenture. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes substantially in Legend and the form of Exhibit A heretoRestricted Notes Legend, with such applicable legends as are provided in Exhibit A heretonumbered RIAI-1 upward (collectively, except as otherwise permitted herein (the “Restricted IAI Global Note”)) may also be issued on the Issue Date, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryCustodian, and registered in the name of the Depository Custodian or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsCustodian, duly executed by the Issuer and authenticated by the Trustee (or its agent as provided in accordance with Section 2.02) as hereinafter providedthis Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” 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 the aggregate principal amount of Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as applicable, to the Restricted reflect exchanges and redemptions. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Paying Agent or the Registrar on Schedule A to in accordance with instructions given by the IAI Global Note holder thereof as required by Section 2.06 of this Indenture and recorded in the Security Register, as hereinafter provided.Section 2.2(c) of this Appendix A.

Global Notes. Initial Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes Notes, substantially in the form of Exhibit A hereto, with such applicable legends as are provided attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”" attached thereto), which shall be deposited on behalf . Upon consummation of the purchasers of Registered Exchange Offer, the Series B Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in with the form of Exhibit A hereto, with Global Note Legend but not the Private Placement Legend. Each Global Note shall represent such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note 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 aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Registrar on Schedule A to Trustee in accordance with instructions given by the IAI Holder thereof as required by Section 204 hereof. Each Global Note and recorded (i) shall be registered, in the Security Registername of the Depositary designated for such Global Note pursuant to Section 204, or in the name of a nominee of such Depositary, (ii) shall be deposited with the Trustee, as hereinafter providedCustodian for the Depositary, and (iii) shall bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Each Depositary designated pursuant to Section 204 for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Global Notes. Initial Notes offered and sold in reliance on Regulation S under the Securities Act ("Regulation S"), shall be issued initially in the form of one or more permanent Global Notes substantially in definitive, fully registered form without interest coupons with the form of Exhibit A hereto, with such applicable legends as are provided Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto, except as otherwise permitted herein hereto (the “"Regulation S Global Note”"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the DepositoryTrustee, at its New York office, as custodian, for the Depositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case nominee of the Regulation S Global NotesDepositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, of Euroclear and Clearstreamsociete anonyme ("Cedel"), duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note Trustee and recorded in the Security Register, Depositary or its nominee as hereinafter provided. Initial Notes offered and sold to QIBs Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), shall be issued initially in the form of one or more permanent Global Notes substantially in definitive, fully registered form without interest coupons with the form of Exhibit A hereto, with such applicable legends as are provided Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto, except as otherwise permitted herein hereto (the “Restricted "Rule 144A Global Note”"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the DepositoryTrustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Rule 144A Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf records of the purchasers of Trustee and the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, nominee as hereinafter provided.

Global Notes. The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more fully registered Notes in global form ("Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”Notes"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or Depositary at its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream)New York corporate trust office, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The Notes in definitive form ("Certificated Notes") shall not be issued except as provided in Section 2.07(a). The aggregate principal amount of each of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note and recorded in the Security Register, Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes offered and sold to QIBs in reliance on Rule 144A as shall be issued initially in specified therein and each shall provide that it shall represent the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Notes represented thereby shall be made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with instructions given by the Holder thereof as required by Section 2.022.07 hereof. Except as set forth in Section 2.07(a) hereof, the Global Notes may not be transferred except as hereinafter provided. The aggregate principal amount a whole by the Depositary to a nominee of the IAI Global Note may from time to time be increased Depositary or decreased by adjustments made by the Registrar on Schedule A nominee of the Depositary to the IAI Global Note and recorded in Depositary or another nominee of the Security Register, as hereinafter providedDepositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor.

Global Notes. The Class A-1 Notes and Class A-2 Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold Class A-1/A-2 Initial Purchaser to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”)Notes, which shall be deposited on behalf of the purchasers of the Class A-1 Notes and Class A-2 Notes represented thereby with the Indenture Trustee, as custodian for the Security Depository, and registered in the name of the Security Depository or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsSecurity Depository, duly executed by the Issuer Issuers and authenticated by the Indenture Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Rule 144A Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Restricted Global Note Indenture Trustee and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) nominee as hereinafter provided. The Indenture Trustee shall not be liable for any error or omission by the Security Depository in making such record adjustments and the records of the Indenture Trustee shall be controlling with regard to the Note Principal Balance of Class A-1 Notes and Class A-2 Notes hereunder. Each Global Note shall represent such of the Outstanding Class A-1 Notes or Class A-2 Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Class A-1 Notes and Class A-2 Notes from time to time endorsed thereon and that the IAI Global Note aggregate amount of Outstanding Class A-1 Notes and Class A-2 Notes represented thereby may from time to time be increased reduced or decreased by adjustments 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 Class A-1 Notes and Class A-2 Notes represented thereby shall be made by the Indenture Trustee, or by the Note Registrar on Schedule A at the direction of the Indenture Trustee, in accordance with instructions given by the Holder thereof. Except as set forth in Section 3.06, the Global Notes may be transferred, in whole and not in part, only to the IAI Global Note and recorded in another nominee of the Security Register, as hereinafter providedDepository or to a successor of the Security Depository or its nominee.

Global Notes. The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated February 21, 2018, among the Issuer, the Guarantors and Deutsche Bank Securities Inc., as representative of the several initial purchasers named therein. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued initially in the form of one or more a permanent Global Notes Note substantially in the form of Exhibit A heretoAnnex A, with such applicable including appropriate legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein Section 302 (the “Regulation S Rule 144A Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. 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, as Securities Custodian, as hereinafter provided. Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America (or an authenticating agent appointed the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a permanent Global Note substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Regulation S Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be held through Euroclear and Clearstream, and may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Note in accordance with Section 2.02) as hereinafter providedthe transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note after the Restricted Period through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note and recorded in the Security RegisterTrustee, as Securities Custodian, as hereinafter provided. Initial Notes offered and sold Additional Restricted Notes resold to QIBs IAIs (the “Institutional Accredited Investor Notes”) in reliance on Rule 144A the United States of America shall be issued initially in the form of one or more a permanent Global Notes Note substantially in the form of Exhibit Annex A hereto, with such applicable including appropriate legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein Section 302 (the “Restricted Institutional Accredited Investor Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance as herein provided and deposited upon issuance with Section 2.02) the Trustee, as hereinafter providedSecurities Custodian. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Restricted Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Restricted Global Note and recorded in the Security RegisterTrustee, as Securities Custodian, as hereinafter provided. Exchange Notes transferred to exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investors Investor Notes shall be issued initially in the form of one or more a permanent Global Notes Note, substantially in the form of Exhibit A heretoAnnex A, with such applicable including appropriate legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein Section 302 (the “IAI Exchange Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance as herein provided and deposited upon issuance with Section 2.02) the Trustee, as hereinafter providedSecurities Custodian. The aggregate principal amount of the IAI Exchange Global Note may from time be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to time be increased or decreased represented by adjustments made by a single certificate. The Rule 144A Global Note, the Registrar on Schedule A to Regulation S Global Note, the IAI Institutional Accredited Investor Global Note and recorded in the Security Register, Exchange Global Note are sometimes collectively herein referred to as hereinafter providedthe “Global Notes.” ARTICLE FOUR

Global Notes. Dollar Notes issued in global form will be substantially in the form of Exhibit A-1 hereto (including the Global Note Legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Dollar Global Note will represent such of the outstanding Dollar Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Dollar Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Euro Notes issued in global form will be substantially in the form of Exhibit A-2 hereto (including the Global Note Legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Euro Global Note will represent such of the outstanding Euro Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Dollar Notes represented thereby will be made by the Dollar Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Euro Notes represented thereby will be made by the Euro Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more a Dollar Global Notes Note substantially in the form of Exhibit A A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “Regulation S Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Dollar Global Notes may from time to time be increased or decreased by adjustments made by the Dollar Registrar on Schedule A to each such Regulation S Dollar Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Euro Global Note 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 Dollar Global Note, the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Depository, and registered in the name of the Depository a Common Depositary for Euroclear or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Euro Global Note Notes may from time to time be increased or decreased by adjustments made by the Euro Registrar on Schedule A to the each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Dollar Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more a Dollar Global Notes Note substantially in the form of Exhibit A A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, a custodian for credit to an account of DTC or ParticipantsDTC, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Dollar Global Note Notes may from time to time be increased or decreased by adjustments made by the Dollar Registrar on Schedule A to the each such Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes transferred offered and sold within the United States to Accredited Investors QIBs in reliance on Rule 144A shall be issued initially in the form of one or more a Euro Global Notes Note substantially in the form of Exhibit A A-1 hereto, with such applicable legends as are provided in Exhibit A A-2 hereto, except as otherwise permitted herein (the “IAI Restricted Euro Global Note”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may bea Common Depositary, for credit to an account of DTC or ParticipantsEuroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the IAI Restricted Euro Global Note Notes may from time to time be increased or decreased by adjustments made by the Euro Registrar on Schedule A to the IAI each such Restricted Euro Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Notes offered and sold to qualified institutional buyers as defined in Rule 144A ("QIBs") in reliance on Regulation S Rule 144A shall be issued initially in the form of one or more Rule 144A Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S "U.S. Global Note”Notes"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary at its New York office (or with the Trustee as custodian for the Notes), and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Depositary, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note Trustee and recorded in the Security Register, Depositary or its nominee as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A Regulation D to Institutional Accredited Investors under the Securities Act shall be issued initially in the form of one or more Institutional Accredited Investor Global Notes substantially (the "IAI Global Notes") and shall be in the form of Note attached hereto as Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”)A-1, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary at its New York office (or with the Trustee as custodian for the Notes), and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted IAI Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Restricted Global Note Trustee and recorded in the Security Register, Depositary or its nominee as hereinafter provided. Notes transferred to Accredited Investors offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depository Depositary or its nomineethe nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or CEDEL, as the case may be, for credit to an account of DTC or ParticipantsS.A. ("Cedel Bank"), duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the IAI Global Note Trustee and recorded the Depositary or its nominee, as the case may be, in the Security Register, connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian (as hereinafter defined), at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Senior 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 A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “Restricted Rule 144A Euro Global Note”), which shall be deposited on behalf of the purchasers of the Senior Euro Notes represented thereby with the DepositoryCommon Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the case may be, for credit to an account the accounts of DTC or ParticipantsEuroclear and Clearstream, duly executed by the Issuer 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 Rule 144A Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Rule 144A Euro Global Note and recorded in the Security Registersecurity register, as hereinafter provided. The Senior Euro Notes transferred to Accredited Investors 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 A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “IAI Regulation S Euro Global Note”), which shall be deposited on behalf of the purchasers of the Senior Euro Notes represented thereby with the Depositorya Common Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Regulation S Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Regulation S Euro Global Note and recorded in the Security Registersecurity register, as hereinafter provided. The Senior Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Rule 144A Dollar Global Note” and, together with the Rule 144A Euro Global Notes, the “Rule 144A Global Notes”), which shall be deposited on behalf of the purchasers of the Senior Dollar Notes represented thereby with a custodian for DTC, and registered in the name Cede & Co., 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 Rule 144A Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Rule 144A Dollar Global Note and recorded in the security register, as hereinafter provided. The Senior Dollar Notes offered and sold 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 Dollar Global Note” and, together with the Regulation S Euro Global Notes, the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Senior Dollar Notes represented thereby with a custodian for DTC, and registered in the name Cede & Co., duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the security register, as hereinafter provided.

Global Notes. Notes offered and sold issued in reliance on Regulation S global form shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (including the Global Note Legend thereon and the “Regulation S Schedule of Exchanges of Interests in the Global Note”” attached thereto), which . Notes issued in definitive form shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (but without the Global Note Legend thereon and without the “Restricted Schedule of Exchanges of Interests in the Global Note”” attached thereto), which . Each Global Note shall represent such of the outstanding Notes as shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered specified in the name “Schedule of Exchanges of Interests in the Depository or its nominee, as Global Note” attached thereto and each shall provide that it shall represent up to the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Registrar on Schedule A to or the Restricted Global Note and recorded in Common Depositary, at the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf direction of the purchasers of the Notes represented thereby with the DepositoryTrustee, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with instructions given by the Holder thereof as required by Section 2.02) as hereinafter provided2.06 hereof. The aggregate principal amount registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depositary for Euroclear and Clearstream or under the Global Notes. The Common Depositary may be treated by the Issuers, the Trustee, the Paying Agent, the Registrar and any agent of the IAI foregoing as the absolute owner of the Global Note may Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from time giving effect to time be increased any written certification, proxy or decreased by adjustments made other authorization furnished by the Registrar on Schedule A to the IAI Global Note and recorded in the Security RegisterCommon Depositary or impair, as hereinafter providedbetween the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

Global Notes. Notes offered and sold in reliance on Regulation S (including Secondary Notes) shall be issued initially in the global form of one or more Global Notes substantially in the form of Exhibit A heretoattached hereto (including, with such applicable legends as are provided without limitation, the Global Note Legend and the "Schedule of Exchanges of Interests in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”" attached thereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, at its [New York] office, as custodian for the Depositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case nominee of the Regulation S Global Notes, Depositary for the accounts of Euroclear and Clearstream)Participants, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) 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 principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and the issuance of Secondary Notes. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note and recorded in the Security RegisterTrustee, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in custodian for the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter herein provided. The Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of the Restricted Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or the Restricted Global Note and recorded in Custodian, at the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf direction of the purchasers of the Notes represented thereby with the DepositoryTrustee, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made instructions given by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, Holder thereof as hereinafter providedrequired by Section 2.06 hereof.

Global Notes. The Notes offered and sold in reliance on Regulation S Section 4(a)(2) shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S "Restricted Global Note”"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryCommon Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, accounts of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided, 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 hereto. The Notes transferred to Accredited Investors offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI "Regulation S Global Note”"), which shall be deposited on behalf of the purchasers of the Regulation S Global Notes represented thereby with the DepositoryCommon Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the case may be, for credit to an account the accounts of DTC or ParticipantsEuroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Regulation S 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 hereto.

Global Notes. Rule 144A Notes offered shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and sold in reliance on Regulation S Notes shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A heretoNotes, with such applicable legends as are provided in Exhibit A heretonumbered RS-1 upward (collectively, except as otherwise permitted herein (the “Regulation S Global 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 DepositoryNotes Custodian, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Depositary, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded provided in the Security Register, as hereinafter providedIndenture. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one One or more Global Notes substantially in definitive, fully registered form without interest coupons and bearing the form of Exhibit A heretoGlobal Notes Legend and the Restricted Notes Legend, with such applicable legends as are provided in Exhibit A heretonumbered RIAI-1 upward (collectively, except as otherwise permitted herein (the “Restricted IAI Global Note”), which ) shall also be deposited on behalf issued at the request of the purchasers of Trustee, deposited with the Notes represented thereby with the DepositoryCustodian, and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Company and authenticated by the Trustee (or its agent as provided in accordance with Section 2.02) as hereinafter providedthis Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” 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 the aggregate principal amount of Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as applicable, to the Restricted reflect exchanges and redemptions. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or the IAI Global Note and recorded Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Security Register, Holder thereof as hereinafter provided.required by Section 2.2(b) of this Appendix A.

Global Notes. Notes offered and sold transferred in reliance on Regulation S under the Securities Act ("REGULATION S"), as provided in Section 2.07(a)(ii) hereof, shall be issued initially in the form of one or more permanent Global Notes substantially in definitive, fully registered form without interest coupons with the form of Exhibit A hereto, with such applicable legends as are provided Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto, except as otherwise permitted herein hereto (the “Regulation "REGULATION S Global Note”GLOBAL NOTE"), which shall be deposited on behalf of the purchasers transferee of the Notes represented thereby with the DepositoryTrustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case nominee of the Regulation S Global Notes, Depositary for the accounts of designated agents holding on behalf of the Euroclear and ClearstreamSystem ("EUROCLEAR") or Cedelbank ("CEDEL"), duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note Trustee and recorded in the Security Register, Depositary or its nominee as hereinafter provided. Notes offered and sold transferred to QIBs Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in Section 2.07(a)(ii) hereof, shall be issued initially in the form of one or more permanent Global Notes substantially in definitive, fully registered form without interest coupons with the form of Exhibit A hereto, with such applicable legends as are provided Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto, except as otherwise permitted herein hereto (the “Restricted Global Note”"RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Rule 144A Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Restricted Global Note Trustee and recorded in the Security Register, Depositary or its nominee as hereinafter provided. Notwithstanding the foregoing, for so long as the Purchasers hold the Notes, the Notes transferred to Accredited Investors shall be issued initially held by them in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedcertificated form.

Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the "Restricted Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “"Regulation S Global Note”"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. If and when issued, Exchange Notes offered and sold to QIBs Holders, as provided in reliance on Rule 144A the Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted "Exchange Global Note”"), which shall be deposited on behalf of the purchasers Holders of the Exchange Notes represented thereby with the DepositoryDepositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Exchange Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Exchange Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred Upon the transfer, exchange or replacement of any Original Note remaining outstanding after the consummation of an Exchange Offer, the Registrar shall deliver such new Original Note only in global form, subject to Accredited Investors Section 2.10, and such new Original Note shall be issued initially in continue to bear the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein (. In the “IAI case of a Restricted Global Note”), which such legends shall be deposited on behalf include the private placement legend unless (x) the appropriate period referred to in Rule 144(k) under the Securities Act has elapsed or (y) there is delivered to the Registrar an opinion of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit counsel reasonably satisfactory to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, exchange or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount replacement of the IAI Global any Note may from time pursuant to time be increased or decreased by adjustments made by a Shelf Registration Statement, the Registrar on Schedule shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to bear the IAI Global private placement legend set forth in Exhibit A hereto. Beneficial interests in any such new Note and recorded shall be reflected in the Security Register, as hereinafter providedExchange Global Note.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided, including in connection with a PIK Payment. Notes transferred to Accredited Investors offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes, with such applicable legends as are provided in Exhibit A hereto (the “Temporary Regulation S Global Note”). Each Temporary Regulation S Global Note shall be registered in the name of the Depositary or its nominee, as the case may be, and deposited on behalf of the purchasers of the Notes represented thereby with the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary or the depositaries of Euroclear and Clearstream, for the credit to the respective accounts of owners of beneficial interests in such Temporary Regulation S Global Note. The aggregate principal amount of the Temporary Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Temporary Regulation S Global Note and recorded in the Security Register, as hereinafter provided, including in connection with a PIK Payment. On or after the termination of the Restricted Period, beneficial interests in the Temporary Regulation S Global Note shall be exchangeable (in accordance with the requirements set forth in Section 2.06(b)) for an equal amount of beneficial interests in a corresponding unrestricted Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Issuers and authenticated by the Trustee (or its an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary or the depositaries of Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Regulation S Global Note. Once all interests in the Temporary Regulation S Global Note have been exchanged for interests in the Regulation S Global Note, the Trustee shall cancel the Temporary Regulation S Global Note if requested to do so upon an Issuer Order. The aggregate principal amount of the IAI Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Regulation S Global Note and recorded in the Security Register, as hereinafter provided, including in connection with a PIK Payment.

Global Notes. The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more fully registered Notes in global form ("Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”Notes"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or at its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream)New York corporate trust office, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The Notes in definitive form ("Certificated Notes") shall not be issued except as provided in Section 2.07(a). The aggregate principal amount of each of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note and recorded in the Security Register, Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes offered and sold to QIBs in reliance on Rule 144A as shall be issued initially in specified therein and each shall provide that it shall represent the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Notes represented thereby shall be made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with instructions given by the Holder thereof as required by Section 2.022.07 hereof. Except as set forth in Section 2.07(a) hereof, the Global Notes may not be transferred except as hereinafter provided. The aggregate principal amount a whole by the Depositary to a nominee of the IAI Global Note may from time to time be increased Depositary or decreased by adjustments made by the Registrar on Schedule A nominee of the Depositary to the IAI Global Note and recorded in Depositary or another nominee of the Security Register, as hereinafter providedDepositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor.

Global Notes. (i) Subject to subsection (e) of this Section 3.01, the Notes offered shall initially be issued in global form as global Notes (any such Notes in global form, "Global Notes") and sold in reliance on Regulation S the depositary for the Global Notes shall initially be The Depository Trust Company ("DTC"); provided that the Company reserves the right to provide for another depositary, registered as a clearing agency under the Exchange Act, to act as Depositary for the Global Notes (DTC, and any such successor depositary, the "Depositary"). (ii) Each Global Note issued hereunder shall represent such of the outstanding Notes as shall be issued initially in specified therein and each shall provide that it shall represent the form aggregate principal amount of one or more Global outstanding Notes substantially in from time to time endorsed thereon and that the form aggregate principal amount of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the outstanding Notes represented thereby with may from time to time be reduced or increased, as appropriate, to reflect exchanges, transfers and redemptions. Any endorsement of a Global Note to reflect the Depository, and registered amount of any increase or decrease in the name aggregate principal amount of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed outstanding Notes represented thereby shall be made by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee Trustee, in accordance with instructions given by the Holder of such Global Note as required by Section 2.02) as hereinafter provided3.02 hereof. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf records of the purchasers of Trustee and the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as provided herein. (iii) The Company and the Trustee shall be entitled to deal with the Depositary for credit all purposes of the Indenture (including the payment of principal of and interest on the Global Notes and receiving approvals, votes or consents) as the sole Holder of the Global Notes and shall have no obligation to an account the owners of DTC or a beneficial interest in such Global Notes. (iv) The rights of the owners of beneficial interests in Global Notes shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or Participants (as hereinafter defined), and it shall be the responsibility of the Depositary to transmit payments of principal of and interest on the Global Notes to such Participants; provided, duly executed however, that solely for the purposes of determining whether the Holders of the requisite amount of Notes have voted on any matter provided for in the Indenture, the Trustee, with respect to the Global Notes, may conclusively rely on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustee by the Issuer Depositary setting forth the beneficial owners' votes or assigning the right to vote on any matter to any other Persons either in whole or in part; and authenticated by the Trustee (or its agent Depositary will also make book-entry transfers among the Participants in accordance with Section 2.02) as hereinafter providedits Applicable Procedures. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”b), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. (i) Notes offered and sold issued in reliance on Regulation S shall global form will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (including the Global Note Legend thereon and the “Regulation S Schedule of Exchanges of Interests in the Global Note”” attached thereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs issued in reliance on Rule 144A shall definitive form will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (but without the Global Note Legend thereon and without the “Restricted Schedule of Exchanges of Interests in the Global Note” attached thereto). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), which shall be deposited on behalf the Depositary or its nominee will credit the accounts of Persons holding through it with the purchasers respective principal amounts of the Notes represented thereby with by such Global Note purchased by such Persons in the Depositoryoffering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and registered in the name transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note shall represent such of the Depository or its nominee, outstanding Notes as shall be specified therein and each shall provide that it represents the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as appropriate, to the Restricted reflect exchanges and redemptions. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or, if the IAI Global Note Notes Custodian and recorded the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Security Register, Holder thereof as hereinafter providedrequired by Section 2.07 of the Indenture and Section 2.2 of this Appendix.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “"Restricted Dollar Global Note”"), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the DepositoryCommon Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the case may be, for credit to an account the accounts of DTC or ParticipantsEuroclear and Clearstream, duly executed by the Issuer 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 Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided, 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 transferred to Accredited Investors 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 A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “IAI "Regulation S Dollar Global Note”"), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the DepositoryCommon Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the case may be, for credit to an account the accounts of DTC or ParticipantsEuroclear and Clearstream, duly executed by the Issuer Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Regulation S Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI 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 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 may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note and 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) Notes offered and sold in reliance on Regulation S Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more US Global Notes substantially in the definitive fully registered form of Exhibit A heretowithout interest coupons, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of subscribers for the Notes represented thereby with The Bank of New York, at its Corporate Trust Office, as custodian for the Depository, Depositary and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream)a nominee thereof, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by as provided in the Trustee in accordance with Section 2.02) as hereinafter providedIndenture. The aggregate principal amount Principal Amount at Maturity of the Regulation S US Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note Trustee and recorded in the Security Register, Depositary as hereinafter provided. Notes offered and sold to QIBs in offshore transactions in reliance on Rule 144A Regulation S as provided in the Purchase Agreement shall be issued initially in the form of one or more Regulation S Global Notes substantially in the definitive fully registered form of Exhibit A heretowithout interest coupons, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of subscribers for the Notes represented thereby with The Bank of New York, at its Corporate Trust Office, as custodian for the DepositoryDepositary, for the accounts of Euroclear and Clearstream and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participantsa nominee thereof, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount Principal Amount at Maturity of the Restricted Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Restricted Global Note Trustee and recorded in the Security Register, Depositary as hereinafter provided. Each Global Note shall represent such of the Outstanding Notes transferred to Accredited Investors as shall be issued initially in specified therein and each shall provide that it shall represent the form aggregate Principal Amount at Maturity of one or more Global Outstanding Notes substantially in from time to time endorsed thereon and that the form aggregate Principal Amount at Maturity of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Outstanding Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased reduced or decreased by adjustments increased, as appropriate, to reflect exchanges and redemptions. Any adjustment of the aggregate Principal Amount at Maturity of a Global Note to reflect the amount of any increase or decrease in the Principal Amount at Maturity of Outstanding Notes represented thereby shall be made by the Registrar Trustee in accordance with instructions given by the Holder thereof as required by Section 207 hereof and shall be made on Schedule A to the IAI Global Note records of the Trustee and recorded in the Security Register, as hereinafter providedDepositary.

Global Notes. (a) If any Global Note is to be exchanged for other Notes offered and sold or cancelled in reliance on Regulation S whole, it shall be issued initially in the form of one surrendered by or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nomineenominee to the Security Registrar for exchange or cancellation as provided in Section 305 of the Indenture. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any other Global Note, including in exchange for Short-Term Notes, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in Section 305 of the Indenture or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, unless otherwise provided in the Indenture (as amended and supplemented by this Second Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for credit such Global Note (or any portion thereof) to an account of DTC or members upon the written order of, and registered in such names as may be directed by, the Depository or participants and account holders in DTC (“Participants”) (or, in its authorized representative. Upon the case request of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance connection with Section 2.02) as hereinafter provided. The aggregate principal amount the occurrence of any of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by events specified in the Registrar on Schedule A eighth paragraph of Section 305 of the Indenture, the Company shall promptly make available to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Trustee a reasonable supply of Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially that are not in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which Notes. The Trustee shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositoryentitled to rely upon any order, and registered in the name direction or request of the Depository or its nomineeauthorized representative which is given or made pursuant to this Article Three if such order, as the case may be, for credit to an account of DTC direction or Participants, duly executed by the Issuer and authenticated by the Trustee (request is given or its agent made in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedApplicable Procedures.

Global Notes. Notes offered and sold in reliance on Regulation S Rule 144A to QIBs who elect to take delivery thereof in the form of Book-Entry Interests shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S a 144A Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with pursuant to the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream)Deposit Agreement, duly executed by the Issuer and the Guarantor, and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A Regulation S to purchasers who elect to take delivery thereof in the form of Book-Entry Interests shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Regulation S Global Note”), which shall be deposited on behalf of pursuant to the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or ParticipantsDeposit Agreement, duly executed by the Issuer and the Guarantor, and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The 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 Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Registerincreased, as hereinafter provided. Notes transferred appropriate, to Accredited Investors shall be issued initially in the form reflect exchanges, repurchases and transfers of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositoryinterests therein, and registered in the name of the Depository or its nomineeconversions thereof, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter providedthe terms of this Indenture. Ownership of interests in the Global Notes will be limited to persons that have accounts with DTC, including Euroclear and Clearstream Banking, or Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC and its Participants. The aggregate principal amount provisions of the IAI "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 Banking shall be applicable to interests in Global Note Notes held by Indirect Participants through Euroclear and Clearstream Banking. Except as set forth in Section 2.7(a) hereof, the Global Notes may from time be transferred, in whole and not in part, only to time be increased or decreased by adjustments made by a successor of the Registrar on Schedule A to Book-Entry Depositary in accordance with the IAI Global Note and recorded in the Security Register, as hereinafter providedDeposit Agreement.

Global Notes. Notes offered and sold issued in reliance on Regulation S global form 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 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto, except as otherwise permitted herein attached hereto (but without the Global Note Legend thereon and without the “Regulation S Schedule of Exchanges of Interests in the Global Note”” attached thereto), which . Each Global Note shall represent such of the outstanding Notes as shall be deposited on behalf specified in the “Schedule of Exchanges of Interests in the purchasers Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by ‎Section 2.06. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case authentication of the Regulation S Permanent Global NotesNote, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by will, at the Trustee in accordance with Section 2.02) as hereinafter providedwritten direction of the Company, 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 by on the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf records of the purchasers of Trustee and the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account in connection with transfers of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, interest as hereinafter provided.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A (and shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Common Depositary at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07(i). Notes shall be initially issued as Global Notes which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or the nominee of the Common Depositary for the accounts of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Legended Regulation S Global Note”), which shall be deposited on behalf . Following the termination of the purchasers of Restricted Period, beneficial interests in the Legended Regulation S Global Note may be exchanged for beneficial interests in Unlegended Regulation S Global Notes represented thereby pursuant to Section 2.07 and the Applicable Procedures. Simultaneously with the Depository, and registered in the name authentication of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Unlegended Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by Common Depositary shall cancel the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter providedLegended Regulation S Global Note. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf records of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository Common Depositary or its nominee, as the case may be, for credit to an account in connection with transfers of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, interest as hereinafter provided.

Global Notes. Rule 144A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in fully registered form (collectively, the “Rule 144A Global Note”) and Regulation S Notes substantially shall be issued initially in the form of Exhibit A heretoone or more permanent global Notes in fully registered form (collectively, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and the applicable restricted securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryCustodian, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or an authenticating agent appointed a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in accordance with Section 2.02) 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 Global Note and any global notes in fully registered form without the Restricted Notes Legend are each referred to herein as hereinafter provided. a “Global Note” and are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf records of the purchasers of Trustee and the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary or its nominee, as nominee and on the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, schedules thereto as hereinafter provided.

Global Notes. The Dollar Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a Dollar 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Dollar Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Sterling Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more a Sterling 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Sterling Notes substantially offered and sold in reliance on Regulation S shall be issued initially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Sterling Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Each Regulation S Permanent Global Note that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the Restricted Global Note 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 aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made increased, as appropriate, by the Trustee, the Registrar on Schedule A or the Principal Paying Agent to reflect exchanges, repurchases, redemptions and transfers of interests therein, in accordance with the Restricted Global Note terms of this Indenture. The terms and recorded provisions contained in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositorywill constitute, and registered in the name are hereby expressly made, a part of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by this Indenture and the Issuer and authenticated the Trustee, by the Trustee (or its agent in accordance with Section 2.02) as hereinafter providedtheir execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A However, to the IAI Global extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and recorded be controlling. Ownership of interests in the Security RegisterGlobal Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, as hereinafter provided.and transfers

Global Notes. The 2027 Notes offered and sold issued in reliance on Regulation S shall global form will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (including the Global Note Legend thereon and the “Regulation S Schedule of Exchanges of Interests in the Global Note”” attached thereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time 2027 Notes issued in definitive form will be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (but without the Global Note Legend thereon and without the “Restricted Schedule of Exchanges of Interests in the Global Note”” attached thereto), which shall . The 2029 Notes issued in global form will be deposited on behalf substantially in the form of Exhibit B hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The 2029 Notes issued in definitive form will be substantially in the form of Exhibit B hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The 2034 Notes issued in global form will be substantially in the form of Exhibit C hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The 2034 Notes issued in definitive form will be substantially in the form of Exhibit C hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the purchasers outstanding Notes of each Series as will be specified therein and each shall provide that it represents the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes of each Series from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes of each Series represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as appropriate, to the Restricted reflect exchanges and redemptions. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes of each Series represented thereby will be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or the IAI Global Note and recorded Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Security Register, as hereinafter providedHolder thereof.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted a 144A Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or Book-Entry Depositary at its nominee, as the case may be, for credit to an account of DTC or ParticipantsNew York corporate trust office, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Temporary Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or Book-Entry Depositary at its nominee, as the case may be, for credit to an account of DTC or ParticipantsNew York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Temporary Regulation S Global Note will be exchangeable for one or more permanent Regulation S Global Notes (the "Permanent Regulation S Global Note" and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") as or after November 12, 1996 upon written certification that the beneficial interests in such global Note are owned by either non-U.S. persons or U.S. persons who purchased such interests pursuant to an exemption from, or in transactions not subject to, the Registration Requirements or the Securities Act. Notes offered and sold to Institutional Accredited Investors who are not also QIBs shall be issued initially in the form of an IAI Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its agent New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Unrestricted Global Notes representing Unrestricted Book-Entry Interests shall be issued initially in accordance with Section 2.02Sections 2.07(b)(iv), 2.07(d)(ii) and 2.07(f) and shall be deposited with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the IAI Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the IAI Global Note and recorded in the Security Register, Trustee 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 principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Notes represented thereby shall be made by the Trustee in accordance with written instructions given by the Holder thereof as required by Section 2.07 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 Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in the Regulation S Global Note that are held by the Participants through Euroclear or Cedel. Except as set forth in Section 2.07(a) hereof the Global Notes may be transferred, in whole and not in part, only to a successor of the Book-Entry Depositary.

Global Notes. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the form of a 144A Global Note, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee, as custodian (in such capacity, the “Custodian”) on behalf of the Depositary. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “a Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer Company and authenticated by the Trustee (as hereinafter provided and deposited with the Custodian on behalf of the Depositary. Notes issued and sold pursuant to an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company’s outstanding Notes, or an authenticating agent appointed by the Trustee issued in accordance with Section 2.02Sections 2.07(b)(iii) as hereinafter providedand 2.07(e), shall be issued in the form of Unrestricted Global Notes and deposited with the Custodian on behalf of the Depositary. The Each Global Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and shall provide that the Regulation S Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Indenture. Any endorsement of the Schedule to a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Notes represented thereby shall be made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Sections 2.07, 3.07 and 4.09 hereof. Except as set forth in Section 2.022.07(a) as hereinafter provided. The aggregate principal amount hereof, the Global Notes may be transferred, in whole and not in part, only to a successor of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar relevant Depositary on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with whose behalf such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providednote is held.

Global Notes. Rule 144A Notes offered shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form, numbered 144A-001 upward (collectively, the “Rule 144A Global Note”) and sold in reliance on Regulation S Notes shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A heretoNotes, with such applicable legends as are provided in Exhibit A heretonumbered S-001 upward (collectively, except as otherwise permitted herein (the “Regulation S Global Note”), in each case 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 Depository, Custodian and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Depositary, duly executed by the Issuer Issuers and authenticated by the Trustee (or an authenticating agent Authenticating Agent appointed by the Trustee in accordance with Section 2.02the Indenture) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded provided in the Security Register, as hereinafter providedIndenture. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one One or more Global Notes substantially in definitive, fully registered form without interest coupons and bearing the form of Exhibit A heretoGlobal Notes Legend and the Restricted Notes Legend, with such applicable legends as are provided in Exhibit A heretonumbered IAI-001 upward (collectively, except as otherwise permitted herein (the “Restricted IAI Global Note”)) shall also be issued on the Issue Date, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, Custodian and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Issuers and authenticated by the Trustee (or its agent an Authenticating Agent appointed by the Trustee in accordance with Section 2.02the Indenture) as hereinafter providedprovided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as 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 it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as applicable, to the Restricted reflect exchanges and redemptions. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or the IAI Global Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 of the Indenture and recorded in the Security Register, as hereinafter provided.Section 2.2(c) of this Appendix A.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such 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 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 or the Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, Custodian and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case nominee of the Regulation S Global Notes, Depositary for the accounts of designated agents holding on behalf of Euroclear and or Clearstream), duly executed by the Issuer Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A Restricted Period shall be issued initially in terminated upon the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated receipt by the Trustee (of an Officer’s Certificate or its agent otherwise in accordance with Section 2.02) as hereinafter providedthe Applicable Procedures. The aggregate principal amount Following the termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note may from time to time shall be increased or decreased by adjustments made by the Registrar on Schedule A exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedApplicable Procedures.

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 ("REGULATION S"), as provided in Section 2.06(a)(ii) hereof, shall be issued initially in the form of one or more permanent Global Notes substantially in definitive, fully registered form without interest coupons with the form of Exhibit A hereto, with such applicable legends as are provided Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto, except as otherwise permitted herein hereto (the “Regulation "REGULATION S Global Note”GLOBAL NOTE"), which shall be deposited on behalf of the purchasers transferee of the Notes represented thereby with the DepositoryTrustee, at its New York office, as custodian, for the Depositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case nominee of the Regulation S Global NotesDepositary for the accounts of designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or Cedelbank, of Euroclear and Clearstreamsociete anonyme ("CEDEL"), duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note Trustee and recorded in the Security Register, Depositary or its nominee as hereinafter provided. Notes offered and sold to QIBs Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in the Purchase Agreement, shall be issued initially in the form of one or more permanent Global Notes substantially in definitive, fully registered form without interest coupons with the form of Exhibit A hereto, with such applicable legends as are provided Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto, except as otherwise permitted herein hereto (the “Restricted Global Note”"RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Rule 144A Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf records of the purchasers of Trustee and the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, nominee as hereinafter provided.

Global Notes. Initial Notes offered 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 Note”) with the restricted securities legend set forth in Exhibit A to this Indenture, and sold in reliance on Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more Global permanent global Notes substantially in registered form with the form of Exhibit A hereto, with such global securities legend and the applicable legends as are provided restricted securities legend set forth in Exhibit A hereto, except as otherwise permitted herein 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, 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 Initial Notes represented thereby with the DepositoryNotes Custodian, and registered in the name of the Depository applicable Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)applicable Depositary, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee Authentication Agent as provided in accordance with Section 2.02) this Indenture. The Rule 144A Global Note and Regulation S Global Note are collectively referred to herein as hereinafter provided. “Global Notes.” The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf records of the purchasers of Trustee and the Notes represented thereby with the Depository, and registered in the name of the Depository applicable Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, nominee as hereinafter provided.

Global Notes. Notes offered and sold in reliance on Regulation S shall The InterNotes will be issued initially in the form of Global Notes. "Global Note" means a registered Note evidencing one or more InterNotes, issued to the Depository for such InterNotes in accordance with this Article and bearing the legend prescribed in this Article. A single Global Note will represent all Notes issued on the same day and having the same terms, including, but not limited to, the same Interest Payment Dates, rate of interest, Stated Maturity, and redemption or repayment provisions (if any), including any Survivor's Option. The Company shall execute and the Trustee shall, in accordance with this Article and the Company Order with respect to the InterNotes, authenticate and deliver one or more Global Notes in temporary or permanent form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the InterNotes to be represented by one or more Global Notes, (ii) shall be registered in the name of the Depository for such Global Note or Notes or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions and (iv) shall bear a legend substantially to the following effect in addition to the legend required by Section 2.11(a) of the Provisions: "Unless this Global Note is presented by an authorized representative of the Depository to the Issuer or its agent for registration of transfer, exchange or payment, and any InterNote issued is registered in the name of the Depository or in such other name as is requested by the Depository, any transfer, pledge or other use hereof for value or otherwise by or to any person shall be wrongful inasmuch as the registered owner hereof, the Depository, has an interest herein." Notwithstanding Section 2.05 of the Provisions, unless and until it is exchanged in whole or in part for Notes in definitive form, a Global Note representing one or more InterNotes may not be transferred except as a whole by the Depository, to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for the InterNotes or a nominee of such successor Depository. The third paragraph of Section 2.05 of the Provisions shall not apply to InterNotes issued in the form of Global Notes. If at any time the Depository for the InterNotes notifies the Company that it is unwilling or unable to continue as Depository for the InterNotes or if at any time the Depository for the InterNotes shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to the InterNotes. If a successor Depository for the InterNotes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive InterNotes, will authenticate and deliver InterNotes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such InterNotes in exchange for such Global Note or Notes. The Company may at any time and in its sole discretion determine that the InterNotes issued in the form of one or more Global Notes substantially shall no longer by represented by such Global Note or Notes. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive InterNotes will authenticate and deliver InterNotes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such InterNotes in exchange for such Global Note or Notes. The Depository for such InterNotes may surrender a Global Note or Notes for such InterNotes in exchange in whole or in part for InterNotes in definitive form of Exhibit A hereto, with on such applicable legends terms as are provided in Exhibit A heretoacceptable to the Company and such Depository. Thereupon, except as otherwise permitted herein (the “Regulation S Global Note”), which Company shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositoryexecute, and registered in the name of the Trustee shall authenticate and deliver, without service charge: to each Person specified by such Depository a new InterNote or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear any authorized denomination as requested by such Person in aggregate principal amount equal to and Clearstream)in exchange for such Person's beneficial interest in the Global Note; and to such Depository a new Global Note in a denomination equal to the difference, duly executed by if any, between the Issuer principal amount of the surrendered Global Note and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of InterNotes delivered to Holders thereof. In any exchange provided for in this Article, the Regulation S Company will execute and the Trustee will authenticate and deliver InterNotes in definitive registered form in authorized denominations. Upon the exchange of a Global Note may from time to time for InterNotes in definitive form, such Global Note shall be increased or decreased by adjustments made cancelled by the Registrar on Schedule A Trustee. InterNotes issued in exchange for a Global Note pursuant to this Article shall be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such InterNotes to the Regulation S Global Note and recorded persons in the Security Register, as hereinafter provided. 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 whose names such applicable legends as InterNotes are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedso registered.

Global Notes. The Notes offered and sold in reliance on Regulation S shall will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein global securities (the “Regulation S Global NoteNotes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositorywithout interest coupons, and registered in the name of the The Depository Trust Company or its nominee, such other Clearing Agency as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note Corporation may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository designate or its nominee. Unless and until they are exchanged for Notes in definitive registered form as described below, as such Global Notes may be transferred, in whole but not in part, only to the case may beClearing Agency or a nominee of the Clearing Agency, for credit or to an account of DTC a successor Clearing Agency selected or Participants, duly executed approved by the Issuer Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Clearing Agency notifies the Corporation that it is unwilling or unable to continue as a Clearing Agency for the Global Notes and authenticated by no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Trustee Clearing Agency at any time ceases to be a clearing agency registered under the Exchange Act at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and no successor Clearing Agency shall have been appointed within 90 days after the Corporation’s becoming aware of the Clearing Agency’s ceasing to be so registered, (iii) an Event of Default has occurred and is continuing with respect to the Notes, or (iv) the Corporation, in its agent sole discretion, determines that the Global Notes shall be so exchangeable, the Corporation will execute, and, subject to Article II of the Original Indenture, the Trustee, upon receipt of a written order therefor, will authenticate and deliver the Notes in accordance with Section 2.02) as hereinafter provided. The definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Restricted Global Note may from time to time Notes in exchange for such Global Notes. Upon exchange of the Global Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Notes shall be increased or decreased by adjustments made cancelled by the Registrar on Schedule A Trustee. Such Notes in definitive registered form issued in exchange for the Global Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, Clearing Agency for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A delivery to the IAI Global Note and recorded Persons in the Security Register, as hereinafter providedwhose names such Notes are so registered.

Global Notes. The Notes are being offered and sold by the Issuer to the Initial Purchasers pursuant to the Note Purchase Agreement. Notes offered and sold within the United States to QIBs in reliance on Regulation S Rule 144A shall be issued initially in the form of one or more Rule 144A Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”)Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Indenture Trustee, as custodian for the Securities Depository, and registered in the name of the Securities Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Securities Depository, duly executed by the Issuer and authenticated by the Indenture Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount Outstanding Note Balance of the Regulation S Rule 144A Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Regulation S Global Note Indenture Trustee and recorded in the Security Register, Securities Depository or its nominee as hereinafter provided. The Indenture Trustee shall not be liable for any error or omission by the Securities Depository in making such record adjustments and the records of the Indenture Trustee shall be controlling with regard to outstanding principal amount of Notes hereunder. Notes offered and sold to QIBs outside of the United States in reliance on Rule 144A Regulation S under the Securities Act shall initially be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted a Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Indenture Trustee, as custodian for the Securities Depository, and registered in the name of the Securities Depository or its nominee, the nominee of the Securities Depository for the investors' respective accounts at Euroclear Bank S.A./N.V. as operator of the case may be, for credit to an account of DTC Euroclear System ("Euroclear") or ParticipantsClearstream Banking société anonyme ("Clearstream"), duly executed by the Issuer and authenticated by the Indenture Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount Beneficial interests in the Regulation S Temporary Global Notes may be held only through Euroclear or Clearstream. Within a reasonable period of time following the expiration of the Restricted "40-day distribution compliance period" (as defined in Regulation S), beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes upon the receipt by the Indenture Trustee of (i) a written certificate from the Securities Depository, together with copies of certificates from Euroclear and Clearstream, certifying that they have received certification of non-United States beneficial ownership of 100% of the Outstanding Note Balance 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 Rule 144A Global Note, all as contemplated by Section 2.08(a)(ii)), and (ii) an Officer's Certificate from the Issuer. The Regulation S Permanent Global Notes will be deposited with the Indenture Trustee, as custodian, and registered in the name of a nominee of the Securities Depository. Simultaneously with the authentication of the Regulation S Permanent Global Notes, the Indenture Trustee shall cancel the Regulation S Temporary Global Note. The Outstanding Note Balance of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf records of the purchasers of Indenture Trustee and the Notes represented thereby with the Depository, and registered in the name of the Securities Depository or its nominee, as the case may be, for credit to an account in connection with transfers of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) interest as hereinafter provided. The aggregate Indenture Trustee shall incur no liability for any error or omission of the Securities Depository in making such record adjustments and the records of the Indenture Trustee shall be controlling with regard to outstanding principal amount of the IAI 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 increased reduced or decreased by adjustments increased, as appropriate, to reflect exchanges and prepayments. 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 Indenture Trustee, or by the Note Registrar on Schedule A at the direction of the Indenture Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.08. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream shall be applicable to interests in the IAI Regulation S Temporary Global Note and recorded the Regulation S Permanent Global Notes that are held by the members of, or participants in, the Securities Depository ("Agent Members") through Euroclear or Clearstream. Except as set forth in Section 2.08, the Security RegisterGlobal Notes may be transferred, as hereinafter providedin whole and not in part, only to another nominee of the Securities Depository or to a successor of the Securities Depository or its nominee.

Global Notes. This Section 4(c) shall apply only to Global Notes offered and sold in reliance on Regulation S shall be issued initially deposited with a Depositary unless otherwise provided in the form Authorization. Notwithstanding any other provision of one this Agreement or more the Notes, no Global Note may be transferred to, or registered or exchanged for Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of, any person other than the Depositary with respect to such Global Note or any nominee thereof, and no such transfer may be registered, unless (x) the Depositary with respect to such Global Note (A) notifies the Bank that it is unwilling or unable to continue as Depositary for such Global Note or (B) ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Bank delivers to the Fiscal Agent a written notice executed by a duly authorized officer of the Depository Bank that such Global Note shall be exchangeable for definitive Notes or its nominee(z) the Bank shall fail to make any payment of principal of, or any interest or additional amount on, the Notes when due. If the beneficial owners of interests in a Global Note are entitled to exchange interests for definitive Notes in registered form, as provided in the preceding paragraph, then without unnecessary delay, but in any event not later than the earliest date on which such interests may be so exchanged, the Bank shall execute and deliver to the Fiscal Agent definitive registered Notes in an aggregate principal amount equal to the principal amount of such Global Note. On or after the earliest date on which such interests may be so exchanged, such Global Note shall be surrendered by the Depositary to the Fiscal Agent, as the case may beBank's agent for such purpose, to be exchanged, in whole or from time to time in part, for credit to an account of DTC or members of, or participants definitive registered Notes without charge and account holders in DTC (“Participants”) (orthe Fiscal Agent shall authenticate and deliver, in the case exchange for each portion of the Regulation S such Global NotesNote, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The equal aggregate principal amount of definitive registered Notes of authorized denominations as the Regulation S portion of such Global Note may from time to time be increased exchanged. Any Global Note that is exchangeable pursuant to this Section 4(c) shall be exchangeable for Notes issuable in the denominations specified in Section 1 hereof and registered in such names as the Depositary that is the holder of such Global Note shall direct. If a Note is issued in exchange for any portion of a Global Note after the close of business at the office or decreased by adjustments made by agency where such exchange occurs on any Regular Record Date (as defined in the Registrar Notes) and before the opening of business at such office or agency on Schedule A the relevant Interest Payment Date (as defined in the Notes), interest will not be payable on such Interest Payment Date in respect of such Note, but will be payable on such Interest Payment Date only to the Regulation S person to whom interest in respect of such portion of such Global Note is payable. Every Note authenticated and recorded delivered upon registration of transfer of, or in exchange for, or in lieu of, a Global Note to which the restriction set forth in the Security Registersecond preceding paragraph shall apply shall, except as hereinafter provided. Notes offered provided in the immediately preceding paragraph, be authenticated and sold to QIBs in reliance on Rule 144A shall be issued initially delivered in the form of one or more Global Notes substantially in the form of Exhibit A heretoof, with such applicable legends as are provided in Exhibit A heretoand shall be, except as otherwise permitted herein (the “Restricted a Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedNotes.

Global Notes. Any Notes offered and sold in reliance on Regulation S shall that are no longer part of New PEPS Units will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and "GLOBAL NOTES") registered in the name of the Depository Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the case may be, for credit Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to an account of DTC or members ofbe so registered, or participants and account holders in DTC (“Participants”iii) (orthe Corporation, in its sole discretion, determines that it will no longer have the case of the Regulation S Notes represented by Global Notes, the Corporation will execute, and subject to Article Three of Euroclear the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and Clearstream)deliver the Notes in definitive registered form without coupons, duly executed by in authorized denominations, and in an aggregate principal amount equal to the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time or Notes in exchange for such Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be increased or decreased by adjustments made cancelled by the Registrar on Schedule A Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Regulation S Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the Corporation, the Guarantor, the Trustee or any agent of the Corporation, the Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note and recorded in the Security Registeror maintaining, as hereinafter provided. Notes offered and sold supervising or reviewing any records relating to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedbeneficial ownership interest.

Global Notes. The Notes offered 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 Note”) with the restricted securities legend set forth in Exhibit A to this Indenture, and sold in reliance on Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more Global permanent global Notes substantially in definitive, fully registered form with the form of Exhibit A hereto, with such global securities legend and the applicable legends as are provided restricted securities legend set forth in Exhibit A hereto, except as otherwise permitted herein to this Indenture (the “Regulation S Global Note”)) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b) hereof, beneficial ownership interests in a Regulation S Global Note will be 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 DepositoryNotes Custodian, and registered in the name of the Depository applicable Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)applicable Depositary, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee Authentication Agent as provided in accordance with Section 2.02) this Indenture. The Rule 144A Global Note and Regulation S Global Note are collectively referred to herein as hereinafter provided. “Global Notes.” The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by on the records of the Registrar on Schedule A to and the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account in connection with transfers of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, interest as hereinafter provided.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Depositorya custodian for DTC, and registered in the name of the Depository DTC or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer 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 Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided. Dollar Notes transferred to Accredited Investors 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 A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “IAI Regulation S Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Depositorya custodian for DTC, and registered in the name of the Depository DTC or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Regulation S Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Regulation S Dollar Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Restricted Euro Global Note” and, together with the Restricted Dollar Global Notes, 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. Euro Notes offered and sold 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 Dollar Global Notes, the “Regulation S 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 Regulation S Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit Series A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”)Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Depository, Note Custodian and registered in the name of the Depository or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepository, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time Series A Notes offered and sold to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Institutional Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”)Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Depository, Note Custodian and registered in the name of the Depository or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes transferred during the 40-day restricted period (as defined in Regulation S) 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 30 38 Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or its agent in accordance with Section 2.02) the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" 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 Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the Company. 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 one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. 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 increased reduced or decreased by adjustments increased, as appropriate, to reflect exchanges, installment payments, 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 the Registrar on Schedule A to Trustee or the IAI Global Note and recorded Custodian, at the direction of the Trustee, in accordance with instructions given by the Security Register, Holder thereof as hereinafter providedrequired by Section 2.06 hereof.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Fixed Rate Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A A-1 hereto, with such applicable legends as are provided in Exhibit A A-1 hereto, except as otherwise permitted herein (the “Restricted Fixed Rate Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Fixed Rate Dollar Notes represented thereby with the Depositorya custodian for DTC, and registered in the name of the Depository DTC or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer 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 Fixed Rate Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Fixed Rate Dollar Global Note and recorded in the Security Register, as hereinafter provided. The Floating Rate Dollar Notes transferred offered and sold to Accredited Investors 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 A-2 hereto, with such applicable legends as are provided in Exhibit A A-2 hereto, except as otherwise permitted herein (the “IAI Restricted Floating Rate Dollar Global Note” and, together with the Restricted Fixed Rate Dollar Global Note, the “Restricted Dollar Global Notes”), which shall be deposited on behalf of the purchasers of the Floating Rate Dollar Notes represented thereby with the Depositorya custodian for DTC, and registered in the name of the Depository DTC or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Restricted Floating Rate Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Restricted Floating Rate Dollar Global Note and recorded in the Security Register, as hereinafter provided. Fixed Rate 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 Fixed Rate Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Fixed Rate Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Fixed Rate 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 Fixed Rate Dollar Global Note and recorded in the Security Register, as hereinafter provided. Floating Rate 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-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Regulation S Floating Rate Dollar Global Note” and, together with the Regulation S Fixed Rate Dollar Global Note, the “Regulation S Dollar Global Notes”), which shall be deposited on behalf of the purchasers of the Floating Rate Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Floating Rate 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 Floating Rate Dollar Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-3 hereto, with such applicable legends as are provided in Exhibit A-3 hereto, except as otherwise permitted herein (the “Restricted Euro Global Note” and, together with the Restricted Dollar Global Notes, 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. Euro Notes offered and sold 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-3 hereto, with such applicable legends as are provided in Exhibit A-3 hereto, except as otherwise permitted herein (the “Regulation S Euro Global Note” and, together with the Regulation S Dollar Global Notes, the “Regulation S 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 Regulation S Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Euro Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Floating Rate Notes offered and sold issued in reliance on Regulation S shall global form will be issued initially substantially in the form of one Exhibits A1 or more A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Fixed Rate Notes issued in global form will be substantially in the form of Exhibits B1 or B2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Floating Rate Notes and Fixed Rate Notes issued in definitive form will be substantially in the form of Exhibit A heretoA1 and Exhibit B1, with such applicable legends as are provided in Exhibit A heretorespectively, except as otherwise permitted herein hereto (but each without the Global Note Legend thereon and without the “Regulation S Schedule of Exchanges of Interests in the Global Note”” attached thereto), which shall be deposited on behalf . Each Floating Rate Global Note and each Fixed Rate Global Note will represent such of the purchasers of the outstanding Floating Rate Notes represented thereby with the Depositoryand Fixed Rate Notes, and registered in the name of the Depository or its nomineerespectively, as will be specified therein and each shall provide that it represents the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Floating Rate Notes or Fixed Rate Notes, respectively, from time to time endorsed thereon and that the Regulation S Global Note aggregate principal amount of outstanding Floating Rate Notes and Fixed Rate Notes, respectively, represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as appropriate, to the Regulation S reflect exchanges and redemptions. Any endorsement of a Fixed Rate Global Note and recorded or a Floating Rate Global Note to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time outstanding Fixed Rate Notes or Floating Rate Notes, respectively, represented thereby will be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or the Restricted Global Note and recorded in Custodian, at the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf direction of the purchasers of the Notes represented thereby with the DepositoryTrustee, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made instructions given by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, Holder thereof as hereinafter providedrequired by Section 2.06 hereof.

Global Notes. Rule 144A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes substantially shall be issued initially in the form of Exhibit A heretoone or more global Notes, with such applicable legends as are provided in Exhibit A heretonumbered RS-1 upward (collectively, except as otherwise permitted herein (the “Regulation S Global 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 DepositoryCustodian, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Depositary, duly executed by the Issuer Company and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (or an authenticating agent appointed by collectively, the Trustee “IAI Global Note”) shall also be issued on the Issue Date in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount an Authentication Order of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security RegisterCompany, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryCustodian, and registered in the name of the Depository Depositary or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Company and authenticated by the Trustee (or its agent as provided in accordance with Section 2.02) as hereinafter providedthis Indenture, to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Increase and Decreases in the Global Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as applicable, to the Restricted reflect additional issuances, transfers, exchanges, redemptions and payments. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee, the IAI Global Note Custodian or the Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of this Indenture and recorded in the Security Register, as hereinafter provided.Section 2.2(c) of this Appendix A.

Global Notes. Rule 144A Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes substantially shall be issued initially in the form of Exhibit A heretoone or more global Notes, with such applicable legends as are provided in Exhibit A heretonumbered S-1 upward (collectively, except as otherwise permitted herein (the “Regulation S Global 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 DepositoryCustodian, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case a nominee of the Regulation S Global Notes, of Euroclear and Clearstream)Depositary, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded provided in the Security Register, as hereinafter providedIndenture. Notes offered and sold to QIBs in reliance on Rule 144A IAIs shall be issued initially in the form of one or more IAI Global Notes Notes, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A heretoA, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or ParticipantsCustodian, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter providedprovided and shall bear the Global Notes Legend and Restricted Notes Legend. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any Note without a Restricted Notes Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as 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 it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as applicable, to the Restricted reflect exchanges and redemptions. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or the IAI Global Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of the Indenture and recorded in the Security Register, as hereinafter provided.Section 2.3(c) of this Appendix A.

Global Notes. (i) Notes offered and sold issued in reliance on Regulation S shall global form will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (including the Global Note Legend thereon and the “Regulation S Schedule of Exchanges of Interests in the Global Note”” attached thereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs issued in reliance on Rule 144A shall definitive form will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (but without the Global Note Legend thereon and without the “Restricted Schedule of Exchanges of Interests in the Global Note” attached thereto). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), which shall be deposited on behalf the Depositary or its nominee will credit the accounts of Persons holding through it with the purchasers respective principal amounts of the Notes represented thereby with by such Global Note purchased by such Persons in the Depositoryoffering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and registered in the name transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note shall represent such of the Depository or its nominee, outstanding Notes as shall be specified therein and each shall provide that it represents the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as appropriate, to the Restricted reflect exchanges and US-DOCS\75580855.16 ACCO Indenture redemptions. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or, if the IAI Global Note Notes Custodian and recorded the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07 of the Indenture and Section 2.2 of this Appendix. The Issuer has entered into a letter of representations with DTC in the Security Register, as hereinafter providedform provided by DTC and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures.

Global Notes. The Dollar Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a Dollar 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Dollar Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more a Euro 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Euro Notes substantially offered and sold in reliance on Regulation S shall be issued initially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Euro Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Each Regulation S Permanent Global Note that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the Restricted Global Note 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 aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made increased, as appropriate, by the Trustee, the Registrar on Schedule A or the Principal Paying Agent to reflect exchanges, repurchases, redemptions and transfers of interests therein, in accordance with the Restricted Global Note terms of this Indenture. The terms and recorded provisions contained in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositorywill constitute, and registered in the name are hereby expressly made, a part of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by this Indenture and the Issuer and authenticated the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Trustee (or Depositary and its agent in accordance with Section 2.02) as hereinafter providedParticipants. The aggregate principal amount Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedDepositary.

Global Notes. v) If (i) the Depositary notifies the Company that it is no longer willing or able to properly discharge its responsibilities with respect to the Notes offered or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, (ii) the Note Depositary Agreement is terminated for any reason or (iii) the Company at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depositary, the Company shall (x) appoint a successor securities depository qualified to act as such under Section 17(a) of the Exchange Act, notify the Depositary, such successor securities depository and sold in reliance on Regulation S shall be issued initially in the form Trustee of the appointment of such successor securities depository and transfer one or more separate Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository such successor securities depository or its nominee, as nominee to such successor securities depository or (y) notify the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case Depositary of the Regulation S Global Notesavailability through the Depositary of certificated Notes to Note Owners; provided that if, upon the occurrence of Euroclear and Clearstream)any event described in clause (i) or (ii) above, duly executed by the Issuer and authenticated by Company has not appointed a successor securities depository within 90 days of the Trustee (or occurrence of such event, the Company shall notify the Depositary of the availability through the Depositary of certificated Notes to Note Owners. If after the occurrence of an authenticating agent appointed by Event of Default Note Owners representing beneficial interests aggregating at least a majority of the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate Outstanding principal amount of the Regulation S Notes advise the Trustee, the Company and the Depositary through DTC Participants in writing that the continuation of a book-entry system through the Depositary is no longer in the best interests of the Note Owners, then the Trustee shall within ten days give notice to the Noteholders of the occurrence of any such event and of the availability of certificated Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Notes representing the Global Notes by the Depositary, accompanied by registration instructions, the Company shall execute, and the Trustee shall authenticate, without charge, the certificated Notes in authorized denominations in accordance with the instructions of the Depositary. Any Note delivered in exchange for a portion of a Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be 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 heretoshall, except as otherwise permitted herein (the “Restricted Global Note”provided in Section 2.4(c), which bear the Legend regarding transfer restrictions set forth on the form of Note attached as Exhibit A hereto. None of the Company, the Note Registrar or the Trustee shall be deposited on behalf liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the purchasers issuance of certificated Notes, the Trustee shall recognize the holders of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedNoteholders.

Global Notes. Any Notes offered and sold in reliance on Regulation S shall that are no longer part of New PEPS Units will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S "Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and Notes") registered in the name of the Depository Depositary or its nominee. Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Act when the Depositary is required to be so registered to act as the case may be, for credit Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to an account of DTC or members ofbe so registered, or participants and account holders in DTC (“Participants”iii) (orthe Corporation, in its sole discretion, determines that it will no longer have the case of the Regulation S Notes represented by Global Notes, the Corporation will execute, and subject to Article Three of Euroclear the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and Clearstream)deliver the Notes in definitive registered form without coupons, duly executed by in authorized denominations, and in an aggregate principal amount equal to the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time or Notes in exchange for such Global Senior or Notes. Upon exchange of the Global Note or Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note or Notes shall be increased or decreased by adjustments made cancelled by the Registrar on Schedule A Trustee. Such Notes in definitive registered form issued in exchange for the Global Note or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Regulation S Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the Corporation, the Guarantor, the Trustee or any agent of the Corporation, the Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note and recorded in the Security Registeror maintaining, as hereinafter provided. Notes offered and sold supervising or reviewing any records relating to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedbeneficial ownership interest.

Global Notes. Notes offered and sold distributed to QIBs in reliance on Regulation S Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S a 144A Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nomineeTrustee, as custodian for the case may beDepositary, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream)at its New York corporate trust office, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs distributed in reliance on Rule 144A Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Temporary Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nomineeTrustee, as Custodian for the case may beDepositary, for credit to an account of DTC or Participantsat its New York corporate trust office, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Temporary Regulation S Global Note will be exchangeable for a single permanent Regulation S Global Note (or its agent the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Note") on a date otherwise in accordance compliance with Section 2.02Regulation S upon written certification that the beneficial interests in such Regulation S Global Note are owned by Non-U.S. persons. Notes distributed to Institutional Accredited Investors who are not QIBs (excluding Non-U.S. Persons) shall be issued initially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit B (the "Restricted Definitive Registered Note"). Definitive Registered Notes issued to Non-U.S. Persons in exchange for interests in the Regulation S Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit B (the "Regulation S Definitive Registered Note"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the Restricted Global Note Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to records of the Restricted Global Note and recorded in the Security Register, Trustee as hereinafter provided. Each Global Note shall represent such of the outstanding Notes transferred to Accredited Investors as shall be issued initially in specified therein and each shall provide that it shall represent the form aggregate principal amount at ma- turity of one or more Global outstanding Notes substantially in from time to time endorsed thereon and that the form aggregate principal amount at maturity of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the outstanding Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased reduced or decreased by adjustments increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount at maturity of outstanding Notes represented thereby shall be made by the Registrar on Schedule A Trustee in accordance with written instructions given by the Holder thereof as required by Section 2.7 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in the IAI Regulation S Global Note that are held by the Participants through Euroclear or Cedel. Except as set forth in Section 2.7(a) hereof, the Global Notes may be transferred, in whole and recorded not in part, only to a successor of the Security Register, as hereinafter providedDepositary.

Global Notes. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a U.S. Global Note, duly executed by the Issuer, endorsed by each Guarantor and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S International Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer Issuer, endorsed by each Guarantor and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The 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 Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made increased, as appropriate, by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent to reflect exchanges, repurchases, redemptions and transfers of interests therein, in accordance with Section 2.02) as hereinafter providedthe terms of this Indenture. The aggregate principal amount terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors, the Trustee and the Security Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note or any Guarantee conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Depositary and its Participants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.06(a) hereof, the Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the Restricted Global Note may from time to time be increased Depositary or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedCommon Depositary.

Global Notes. The Dollar Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Dollar 144A Global Notes, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Dollar Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Temporary Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Sterling Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more a Sterling 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Sterling Notes substantially offered and sold in reliance on Regulation S shall be issued initially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Sterling Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Each Regulation S Permanent Global Note that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the Restricted Global Note 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 aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made increased, as appropriate, by the Trustee, the Registrar on Schedule A or the Principal Paying Agent to reflect exchanges, repurchases, redemptions and transfers of interests therein, in accordance with the Restricted Global Note terms of this Indenture. The terms and recorded provisions contained in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositorywill constitute, and registered in the name are hereby expressly made, a part of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by this Indenture and the Issuer and authenticated the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Trustee (or Depositary and its agent in accordance with Section 2.02) as hereinafter providedParticipants. The aggregate principal amount Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedDepositary.

Global Notes. The New Second Lien Secured Notes offered and sold issued in reliance on Regulation S global form shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (respect to the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryNew Second Lien Non-Convertible Notes, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially substantially in the form set forth in Exhibit B hereto, with respect to the New Second Lien Convertible Notes, (including, in each case, the Global Note Legend thereon and the “Schedule of one Increases or more Decreases of Interests in the Global Note” attached thereto). New Second Lien Secured Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided respect to the New Second Lien Non-Convertible Notes, and substantially in the form set forth in Exhibit A B hereto, except as otherwise permitted herein with respect to the New Second Lien Convertible Notes, (but, in each case, without the Global Note Legend thereon and without the “Restricted Schedule of Increases or Decreases of Interests in the Global Note”” attached thereto), which . Each Global Note shall represent such of the outstanding New Second Lien Secured Notes as shall be deposited on behalf of specified therein and each shall provide that it shall represent the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding New Second Lien Secured Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding New Second Lien Secured Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as appropriate, to the Restricted reflect exchanges, repurchases, redemptions and conversions, as applicable. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding New Second Lien Secured Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to applicable Second Lien Trustee in accordance with instructions given by the IAI Global Note and recorded in the Security Register, Holder thereof as hereinafter providedrequired by Section 2.07 hereof.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes, with such applicable legends as are provided in Exhibit A hereto (the “Temporary Regulation S Global Note”). Each Temporary Regulation S Global Note shall be registered in the name of the Depositary or its nominee, as the case may be, and deposited on behalf of the purchasers of the Notes represented thereby with the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary of the depositaries of Euroclear and Clearstream, for the credit to the respective accounts of owners of beneficial interests in such Temporary Regulation S Global Note. The aggregate principal amount of the Temporary Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Temporary Regulation S Global Note and recorded in the Security Register, as hereinafter provided. On or after the termination of the Restricted Period, beneficial interests in the Temporary Regulation S Global Note shall be exchangeable (in accordance with the requirements set forth in Section 2.06(b)) for an equal amount of beneficial interests in a corresponding unrestricted Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryDepositary, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer Issuers and authenticated by the Trustee (or its an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary of the depositaries of Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Regulation S Global Note. Once all interests in the Temporary Regulation S Global Note have been exchanged for interests in the Regulation S Global Note, the Trustee shall cancel the Temporary Regulation S Global Note if requested to do so upon a Issuer Order. The aggregate principal amount of the IAI Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Regulation S Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Initial Notes offered and sold in reliance on Rule 144A shall be issued in the form of one or more 144A Global Notes, deposited with the Trustee, as custodian for the Depositary (in such capacity the "Custodian"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be Notes deposited on behalf of the purchasers of the Notes represented thereby with the Depository, Custodian and registered in the name of the Depository Euroclear or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S each Global Note and recorded in the Security RegisterNote, as hereinafter provided. Unrestricted Global 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, accordance with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”Sections 2.07(b)(iii), which 2.07(d)(iii) and 2.07(f), and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or ParticipantsDepositary, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The 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 outstanding of Notes from time to time endorsed thereon and that the aggregate principal amount of the Restricted Global Note outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the Registrar on terms of this Indenture. Any endorsement of Schedule A to the Restricted a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time Notes represented thereby shall be increased or decreased by adjustments made by the Trustee, the Paying Agent or the Registrar in accordance with Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.10 (Limitation on Schedule A Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control). Except as set forth in Section 2.07(a), the Global Notes may be transferred, in whole and not in part, only to a successor of the IAI Global Note and recorded in the Security Register, as hereinafter providedCustodian.

Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such 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 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 or the Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, Custodian and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case nominee of the Regulation S Global Notes, Depositary for the accounts of designated agents holding on behalf of Euroclear and or Clearstream), duly executed by the Issuer Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) Authenticating Agent as hereinafter provided. The aggregate principal amount Restricted Period shall be terminated upon the receipt by the Authenticating Agent of an Officer’s Certificate or otherwise in accordance with the Applicable Procedures. Following the termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures. The Issuers shall deliver to the Authenticating Agent an Authentication Order for the authentication of the 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 Note, an 45 executed Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Permanent Global Note”), which shall be deposited on behalf an Officer’s Certificate, and an Opinion of Counsel. Simultaneously with the authentication of the purchasers of the Notes represented thereby with the Depositorycorresponding Regulation S Permanent Global Note, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of shall cancel the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI corresponding Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided in Exhibit A attached hereto, except as otherwise permitted herein (the each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, a common depositary of Euroclear and Clearstream and registered in the name of the Depository or its nominee, as nominee of the case may be, common depositary for credit to an account the accounts of DTC or ParticipantsEuroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the each Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the such Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors 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 attached hereto, with such applicable legends as are provided in Exhibit A attached hereto, except as otherwise permitted herein (the each, a “IAI Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, a common depositary of Euroclear and Clearstream and registered in the name of the Depository or its nominee, as nominee of the case may be, common depositary for credit to an account the accounts of DTC or ParticipantsEuroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI each Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI such Regulation S Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Initial Notes offered and sold in reliance on Rule ------------ 144A shall be issued in the form of one or more U.S. Global Notes, deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more International Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nomineeCommon Depositary, as custodian for the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream)Depositaries, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S International Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S each Global Note and recorded in the Security RegisterNote, as hereinafter provided. Unrestricted Global 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, accordance with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”Section 2.07(b)(iii), which 2.07(d)(iii) and 2.07(f), and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nomineeCommon Depositary, as custodian for the case may be, for credit to an account of DTC Depositaries or Participantstheir respective nominees, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The 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 outstanding of Notes from time to time endorsed thereon and that the aggregate principal amount of the Restricted Global Note outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the Registrar on terms of this Indenture. Any endorsement of Schedule A to the Restricted a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time Notes represented thereby shall be increased or decreased by adjustments made by the Trustee, the Paying Agent or the Registrar in accordance with Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.11 (Limitation on Schedule A Asset Sales) and 4.12 (Repurchase of Notes upon a Change of Control) hereof. Except as set forth in Section 2.07(a) hereof, the Global Notes may be transferred, in whole and not in part, only to a successor of the IAI Global Note and recorded in the Security Register, as hereinafter providedCommon Depositary.

Global Notes. Notes offered and sold issued in reliance on Regulation S global form 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 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto, except as otherwise permitted herein attached hereto (but without the Global Note Legend thereon and without the “Regulation S Schedule of Exchanges of Interests in the Global Note”” attached thereto), which . Each Global Note shall represent such of the outstanding Notes as shall be deposited on behalf specified in the “Schedule of Exchanges of Interests in the purchasers Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note, if any, will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case authentication of the Regulation S Permanent Global NotesNote, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by will cancel the Trustee in accordance with Section 2.02) as hereinafter providedRegulation 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 by on the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf records of the purchasers of Trustee and the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account in connection with transfers of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, interest as hereinafter provided.

Global Notes. (i) Notes offered and sold issued in reliance on Regulation S shall global form will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (including the Global Note Legend thereon and the “Regulation S Schedule of Exchanges of Interests in the Global Note”” attached thereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs issued in reliance on Rule 144A shall definitive form will be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein hereto (but without the Global Note Legend thereon and without the “Restricted Schedule of Exchanges of Interests in the Global Note” attached thereto). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), which shall be deposited on behalf the Depositary or its nominee will credit the accounts of Persons holding through it with the purchasers respective principal amounts of the Notes represented thereby with by such Global Note purchased by such Persons in the Depositoryoffering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in a Global Note will be shown on, and registered in the name transfer of that ownership interest will be effected only through, records maintained by the Depositary (with respect to Participants’ interests) and such Participants (with respect to Indirect Participants’ interests). Each Global Note shall represent such of the Depository or its nominee, outstanding Notes as shall be specified therein and each shall provide that it represents the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Restricted Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by the Registrar on Schedule A increased, as appropriate, to the Restricted reflect exchanges and redemptions. Any endorsement of a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby shall be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee or, if the IAI Global Note Notes Custodian and recorded the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07 of the Indenture and Section 2.2 of this Appendix. The Issuer has entered into a letter of representations with DTC in the Security Register, as hereinafter providedform provided by DTC and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures.

Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository Common Depositary for Euroclear or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States of America to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may beCommon Depositary, for credit to an account of DTC or ParticipantsEuroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the each such Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred Any endorsement of a Global Note to Accredited Investors shall be issued initially reflect the amount of any increase or decrease in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time outstanding Notes represented thereby will be increased or decreased by adjustments made by the Registrar on Schedule A to Trustee in accordance with instructions given by the IAI Global Note and recorded in the Security Register, Holder thereof as hereinafter providedrequired by Section 2.06 hereof.

Global Notes. Notes issued in global form (“Global Notes”) will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Registrar at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more a Regulation S Global Notes Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository Common Depositary for Euroclear or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the each such Regulation S Global Note and recorded in a register of the Notes and of their transfer and exchange (the “Security Register”), as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more a Global Notes Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may beCommon Depositary, for credit to an account of DTC or ParticipantsEuroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the each such Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. Initial Notes offered and sold in reliance on Rule ------------ 144A shall be issued in the form of one or more U.S. Global Notes, deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more International Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nomineeCommon Depositary, as custodian for the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream)Depositaries, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S International Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S each Global Note and recorded in the Security RegisterNote, as hereinafter provided. Unrestricted Global 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, accordance with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”Section 2.07(b)(iii), which 2.07(d)(iii) and 2.07(f), and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nomineeCommon Depositary, as custodian for the case may be, for credit to an account of DTC Depositaries or Participantstheir respective nominees, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The 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 outstanding of Notes from time to time endorsed thereon and that the aggregate principal amount of the Restricted Global Note outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made by increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the Registrar on terms of this Indenture. Any endorsement of Schedule A to the Restricted a Global Note and recorded to reflect the amount of any increase or decrease in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time Notes represented thereby shall be increased or decreased by adjustments made by the Trustee, the Paying Agent or the Registrar in accordance with Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.10 (Limitation on Schedule A Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control) hereof. Except as set forth in Section 2.07(a) hereof, the Global Notes may be transferred, in whole and not in part, only to a successor of the IAI Global Note and recorded in the Security Register, as hereinafter providedCommon Depositary.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear Euro-clear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to the Issuer or any Subsidiary of the Issuer shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred to interests in a Global Note upon transfer of such Note to someone other than the Issuer or a Subsidiary permitted hereby.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided in Exhibit A attached hereto, except as otherwise permitted herein (the each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with (a) in the Depositorycase of the USD Notes, a custodian for DTC, and registered in the name of the Depository DTC or its nominee, as nominee and (b) in the case may beof the Euro Notes, a common depositary of Euroclear and Clearstream and registered in the name of the nominee of the common depositary for credit to an account the accounts of DTC or ParticipantsEuroclear and Clearstream, in each case duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the each Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the such Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors 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 attached hereto, with such applicable legends as are provided in Exhibit A attached hereto, except as otherwise permitted herein (the each, a “IAI Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with (a) in the Depositorycase of the USD Notes, a custodian for DTC, and registered in the name of the Depository DTC or its nominee, as nominee and (b) in the case may beof the Euro Notes, a common depositary of Euroclear and Clearstream and registered in the name of the nominee of the common depositary for credit to an account the accounts of DTC or ParticipantsEuroclear and Clearstream, in each case duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI each Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI such Regulation S Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. The Notes are being offered and sold by the Issuers pursuant to the Purchase Agreement. Notes offered and sold to Qualified Institutional Buyers ("QIBS") in reliance on Regulation S Rule 144A under the Securities Act ("RULE 144A"), as provided in the Purchase Agreement, shall be issued initially in the form of one or more permanent Global Notes substantially in definitive, fully registered form without interest coupons with the form of Exhibit A hereto, with such applicable legends as are provided Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto, except as otherwise permitted herein hereto (the “Regulation S Global Note”"RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depository Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nomineenominee as hereinafter provided. Notes transferred in reliance on Regulation S under the Securities Act ("REGULATION S"), as provided in Section 2.06(a)(ii) hereof, shall be issued in the case may beform of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S GLOBAL NOTE"), which shall be deposited on behalf of the transferee of the Notes represented thereby with the Trustee, at its New York office, as custodian, for credit to an account of DTC or members ofthe Depositary, or participants and account holders in DTC (“Participants”) (or, registered in the case name of the Regulation S Global NotesDepositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear Bank S.A./N.V., as operator of the Euroclear and Clearstreamsystem ("EUROCLEAR") or Clearstream Banking, societe anonyme ("CLEARSTREAM"), duly executed by the Issuer Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf records of the purchasers of Trustee and the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, nominee as hereinafter provided.

Global Notes. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a 144A Global Note, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Dollar Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The Regulation S Permanent Global Note that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Each Global Note shall represent such aggregate principal amount of the Regulation S Global Note 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 aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments made increased, as appropriate, by the Trustee, the Registrar on Schedule A or the Paying Agent to reflect exchanges, repurchases, redemptions and transfers of interests therein, in accordance with the Regulation S Global Note terms of this Indenture. The terms and recorded provisions contained in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositorywill constitute, and registered in the name are hereby expressly made, a part of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by this Indenture and the Issuer and authenticated the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the Trustee (extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear or its agent in accordance with Section 2.02) as hereinafter providedClearstream and their Participants. The aggregate principal amount Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as set forth in Section 2.07(a), the Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedCommon Depositary.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes Notes, substantially in the form of Exhibit Exhibits A hereto, with such applicable legends as are provided and B attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”" attached thereto), which . Each Global Note shall be deposited on behalf represent such of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note 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 aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Registrar on Schedule A to Trustee in accordance with instructions given by the Restricted Holder thereof as required by Section 204 hereof. Each Global Note and recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors (i) shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A heretoregistered, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary designated for such Global Note pursuant to Section 204, or its nomineein the name of a nominee of such Depositary, (ii) shall be deposited with the Trustee, as Custodian for the case may beDepositary, and (iii) shall bear a legend substantially as follows: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." Each Depositary designated pursuant to Section 204 for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI a Global Note may from must, at the time to time of its designation and at all times while it serves as Depositary, be increased a clearing agency registered under the Exchange Act and any other applicable statute or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter providedregulation.

Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit Series A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 144A Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”)Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Depository, Note Custodian and registered in the name of the Depository or its nominee, as a nominee of the case may be, for credit to an account of DTC or ParticipantsDepository, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate If beneficial interests in any such 144A Global Note are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall so require, such beneficial interests shall be represented by an IAI Global Note having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be deposited on behalf of the Restricted Global beneficial owners of the Series A Notes represented thereby with the Note may from time to time be increased Custodian and registered in the name of the Depository or decreased by adjustments made a nominee of the Depository, duly executed by the Registrar on Schedule A to Company and authenticated by the Restricted Global Note and recorded in the Security Register, Trustee as hereinafter provided. Any Series A Notes transferred to Accredited Investors offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Depository, Note Custodian and registered in the name of the Depository or its nominee, as the case may be, nominee of the Depository for credit to an account the accounts of DTC designated agents holding on behalf of Euroclear or ParticipantsClearstream, duly executed by the Issuer Company and authenticated by the Trustee (or its agent in accordance with Section 2.02) 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 Depository, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the Company. 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 one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. 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 increased reduced or decreased by adjustments 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 the Registrar on Schedule A to the IAI Global Note and recorded in the Security RegisterTrustee, as hereinafter providedRegistrar and Note Custodian, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Global Notes. Notes offered and sold to QIBs in reliance on Rule 144A ------ ----- and accredited institutional investors as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("Accredited Investors") who are not QIBs, otherwise than in reliance on Regulation S shall be evidenced by one or more Restricted Global Notes, deposited 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 aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “a Regulation S Temporary Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the DepositoryTrustee, as custodian for the Depositary and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account of DTC or members of, or participants and account holders in DTC (“Participants”) (or, in the case nominee of the Regulation S Global Notes, Depositary for the accounts of designated agents holding on behalf of Euroclear and Clearstream)or Cedel, duly executed by the Issuer Company and authenticated by the Trustee (or an authenticating agent appointed as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in accordance 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 Section 2.02) as hereinafter providedthe authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made by on the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf records of the purchasers of Trustee and the Notes represented thereby with the Depository, and registered in the name of the Depository Depositary or its nominee, as the case may be, for credit to an account in connection with transfers of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) interest as hereinafter provided. The 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 Restricted Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased by adjustments 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 Registrar on Schedule A to Trustee or the Restricted Global Note and recorded in Custodian, at the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf direction of the purchasers of the Notes represented thereby with the DepositoryTrustee, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note may from time to time be increased or decreased by adjustments made instructions given by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, Holder thereof as hereinafter providedrequired by Section 2.6 hereof.