Common use of No Obligation of the Trustee Clause in Contracts

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, an Agent Member of, or a participant in, the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Member, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. (i) None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner of in a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a the Global NoteSecurity). The rights of beneficial owners in any the Global Note Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Issuers, the Guarantors, the Trustee, the any Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the each Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the Depositary), and any nominee thereof, that is the registered holder Holder of any Global Note Security for all purposes of this Indenture relating to such Global Note global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global NoteSecurity) as the sole holder Holder of such Global Note Security and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary any such depositary with respect to such Global NoteSecurity, for the records of any such Depositarydepositary, including records in respect of beneficial ownership interests in respect of any such Global NoteSecurity, for any transactions between the Depositary such depositary and any Agent Member participant in such depositary or between or among the Depositaryany such depositary, any such Agent Member participant and/or any holder or owner of a beneficial interest in such Global Note, Security or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar Security. (ii) The Trustee shall have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants, members or beneficial owners in any the Global NoteSecurity) other than to require make any required delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global NoteSecurity). The rights of beneficial owners in any Global Note Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither . (iii) Notwithstanding anything contained herein to the contrary, neither the Trustee nor the Security Registrar shall be responsible for ascertaining whether any transfer complies with the registration provisions of its agents shall have or exemptions from the Securities Act, applicable state securities laws, the Employment Retirement Income Security Act of 1974 (or, in the case of a governmental plan or a church plan (as described in the Employment Retirement Income Security Act of 1974 Sections 3(32) and 3(33), respectively) any responsibility for any actions taken substantially similar federal, state or not taken by local law), the DepositaryInternal Revenue Code of 1986 or the Investment Company Act of 1940.

No Obligation of the Trustee. (i) None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner of in a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary Depository or its nominee in the case of a the Global NoteSecurity). The rights of beneficial owners in any the Global Note Security shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the any Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the each Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the DepositaryDepository), and any nominee thereof, that is the registered holder Holder of any Global Note Security for all purposes of this Indenture relating to such Global Note global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global NoteSecurity) as the sole holder Holder of such Global Note Security and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary any such depositary with respect to such Global NoteSecurity, for the records of any such Depositarydepositary, including records in respect of beneficial ownership interests in respect of any such Global NoteSecurity, for any transactions between the Depositary such depositary and any Agent Member participant in such depositary or between or among the Depositaryany such depositary, any such Agent Member participant and/or any holder or owner of a beneficial interest in such Global Note, Security or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar Security. (ii) The Trustee shall have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary Depository participants, members or beneficial owners in any the Global NoteSecurity) other than to require make any required delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.THE SECURITIES

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar ​ (i) The Trustee and Agents shall have any no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, in the Common Depositary or any other Person with respect to the accuracy of the records of the Common Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Common Depositary) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes shall be given or made only to the registered Holders (which shall be the Common ​ ​ Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Common Depositary subject to the applicable rules and procedures of the Common Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent Trustee and the Registrar Agents may rely and shall be fully protected in relying upon information furnished by the Common Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. ​ (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance compliance, and shall not be responsible or liable for compliance, with any restrictions on transfer transfer, exchange, redemption, purchase or repurchase, as applicable, imposed under this the Indenture or under applicable law or regulation with respect to any transfer transfer, exchange, redemption, purchase or repurchase, as applicable of any interest in any Note (including including, without limitation, any transfers between or among Common Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither , it being understood that without limiting the generality of the foregoing, the Trustee nor any of its agents shall not have any responsibility obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance, with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under the Indenture or under applicable law or regulation with respect to any actions taken transfer, exchange, redemption, purchase or not taken by the Depositary.repurchase, as applicable, of any interest in any Note. ​

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a beneficial interest in a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes Securities (or other security or property) under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global NoteSecurity). The rights of owners of beneficial owners interests in any Global Note Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants, members or owners of beneficial owners interests in any Global Note) other than Security); provided that the Trustee shall have the right to require delivery such certifications, Opinions of such certificates and Counsel or other documentation or evidence in respect of exchanges of beneficial ownership interests in Global Securities for Definitive Securities as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositaryit may reasonably request.

No Obligation of the Trustee. (A) None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner of in a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary Depository or its nominee in the case of a the Global NoteSecurity). The rights of beneficial owners in any the Global Note Security shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the any Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the each Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the DepositaryDepository), and any nominee thereof, that is the registered holder Holder of any Global Note Security for all purposes of this Indenture relating to such Global Note global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global NoteSecurity) as the sole holder Holder of such Global Note Security and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary any such depositary with respect to such Global NoteSecurity, for the records of any such Depositarydepositary, including records in respect of beneficial ownership interests in respect of any such Global NoteSecurity, for any transactions between the Depositary such depositary and any Agent Member participant in such depositary or between or among the Depositaryany such depositary, any such Agent Member participant and/or any holder or owner of a beneficial interest in such Global Note, Security or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar Security. (B) The Trustee shall have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary Depository participants, members or beneficial owners in any the Global NoteSecurity) other than to require make any required delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of the Issuers, the GuarantorsIssuer, the Trustee, the Paying Agent or the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, an Agent Member of, or a participant in, the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Member, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or offer to purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Issuers, the GuarantorsIssuer, the Trustee, the Paying Agent and the Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members, participants and any beneficial owners. The Issuers, the GuarantorsIssuer, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the GuarantorsIssuer, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. (i) None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner of in a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary Depository or its nominee in the case of a the Global NoteSecurity). The rights of beneficial owners in any the Global Note Security shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the any Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the each Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the DepositaryDepository), and any nominee thereof, that is the registered holder Holder of any Global Note Security for all purposes of this Indenture relating to such Global Note global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global NoteSecurity) as the sole holder Holder of such Global Note Security and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary any such depositary with respect to such Global NoteSecurity, for the records of any such Depositarydepositary, including records in respect of beneficial ownership interests in respect of any such Global NoteSecurity, for any transactions between the Depositary such depositary and any Agent Member participant in such depositary or between or among the Depositaryany such depositary, any such Agent Member participant and/or any holder or owner of a beneficial interest in such Global Note, Security or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar Security. (ii) The Trustee shall have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary Depository participants, members or beneficial owners in any the Global NoteSecurity) other than to require make any required delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of the Issuers(i) The Trustee (whether in its capacity as trustee, the Guarantors, the Trustee, the Security Registrar or Paying Agent or the Registrar Agent) shall have any no responsibility or obligation to any beneficial owner of any Global Security, a Global Note, an Agent Member member of, or a participant in, in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global NoteSecurity). The rights of beneficial owners in any the Global Note Securities shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The IssuersTrustee (whether in its capacity as trustee, the Guarantors, the Trustee, the Security Registrar or Paying Agent and the Registrar Agent) may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The IssuersTrustee (whether in its capacity as trustee, the Guarantors, the Trustee, the Security Registrar or Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global NoteAgent) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law law, regulations or exchange rules with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants, members or beneficial owners in the Global Securities, or transfers of registered or beneficial ownership interests in Global Securities to any Global NoteIAI or in IAI Securities from any IAI) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall ---------------------------- have any no responsibility or obligation to any beneficial owner of a Global Discount Note, an Agent Member a member of, or a participant in, the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Discount Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Discount Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Discount Notes shall be given or made only to the registered Holders (which shall be the Depositary Depository or its nominee in the case of a Global Discount Note). The rights of beneficial owners in any Global Discount Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Discount Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Discount Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither EXHIBIT 1 to APPENDIX A [FORM OF FACE OF INITIAL DISCOUNT NOTE] Global Discount Notes Legend: ------ -------- ----- ------ UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER REPRESENTATIVE OF DTC AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. Restricted Discount Notes Legend: ---------- -------- ----- ------ THIS SECURITY WAS OFFERED AS PART OF A TRANSACTION THAT IS EXEMPT FROM REGISTRATION, AND HAS NOT BEEN REGISTERED, UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO THE COMPANY, (2) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, BUT, IF SUCH TRANSFER IS BEING EFFECTED BY ANY FOREIGN PURCHASER WHO HAS PURCHASED NOTES FROM ANY PERSON OTHER THAN A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR (WITHIN THE MEANING OF RULE 144A) PURSUANT TO THIS CLAUSE (3) PRIOR TO THE EXPIRATION OF THE 40-DAY RESTRICTED PERIOD (WITHIN THE MEANING OF RULE 903(C)(3) OF REGULATION S UNDER THE SECURITIES ACT), THE TRANSFEREE SHALL HAVE CERTIFIED TO THE COMPANY AND THE TRUSTEE FOR THE NOTES THAT SUCH TRANSFEREE IS A NON-U.S. PERSON (WITHIN THE MEANING OF REGULATION S) AND THAT SUCH TRANSFEREE IS ACQUIRING THE NOTES IN AN OFFSHORE TRANSACTION, (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES, COMMONWEALTH AND TERRITORIES OF THE UNITED STATES, THE DISTRICT OF COLUMBIA AND OTHER JURISDICTIONS. EACH HOLDER OF THIS SECURITY IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE, IF THEN APPLICABLE. WITH RESPECT TO ANY TRANSFER OF THIS SECURITY BY AN INSTITUTIONAL ACCREDITED INVESTOR, SUCH HOLDER WILL DELIVER TO THE COMPANY AND THE TRUSTEE FOR THE SECURITIES SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER BY IT COMPLIES WITH THE FOREGOING RESTRICTIONS. CUSIP No. ----- 12 1 8% Senior Discount Notes Due 2009 No. $ --------- ---------- IRON AGE HOLDINGS CORPORATION, a Delaware corporation, for value received, hereby promises to pay to _______________________, or registered assigns, the principal sum of __________________________ United States Dollars on May 1, 2009. Interest Payment Dates: May 1 and November 1, commencing November 1, 1998. Record Dates: April 15 and October 15. Additional provisions of this Discount Note are set forth on the other side of this Discount Note. IRON AGE HOLDINGS CORPORATION By --------------------------------- Name: ------------------------------ Title: ----------------------------- By --------------------------------- Name: ------------------------------ Title: ----------------------------- Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Discount Notes referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, as Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.By -------------------------------- Authorized Officer [FORM OF REVERSE SIDE OF INITIAL DISCOUNT NOTE] 12 1/8% Senior Discount Notes due 2009

No Obligation of the Trustee. None (1) The Trustee (in any of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar its capacities hereunder) shall have any no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, the Depositary DTC or any other Person with respect to the accuracy of the records of the Depositary DTC or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary DTC subject to the applicable rules and procedures of the DepositaryDTC. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee (in any of its capacities hereunder) may rely and shall be fully protected in relying upon information furnished by the Depositary DTC with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, Neither the Guarantors, the TrusteeRegistrar, the Paying Agent and Agent, nor the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar Trustee shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee Trustee, the Registrar, nor the Paying Agent nor any of its their agents shall have any responsibility for any actions taken or not taken by the DepositaryDTC.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent, the Transfer Agent or the Registrar in any of their respective capacities hereunder, shall have any responsibility or obligation to any beneficial owner of a Global Note, an any Agent Member of, or a participant in, the Depositary or any other Person with respect to the accuracy of the records of the Com-mon Depositary or its nominee or of any participant thereof or Agent MemberMember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryEuroclear and Clearstream) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications communi-cations to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Common Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Eu-roclear and Clearstream subject to the applicable rules and procedures of the DepositaryEuroclear and Clearstream. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Euroclear and Clearstream with respect re-spect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent, the Transfer Agent or the Registrar shall have any obligation or duty du-ty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Euroclear and Clearstream participants, members or beneficial owners in any Global Note) other than to require re-quire delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance com-pliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the DepositaryEuroclear and Clearstream.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to the Holders in respect of under the Notes Securities shall be given or made only to the registered Holders (which shall be the Depositary Depository or its nominee in the case of a Global NoteSecurity). The rights of beneficial owners in any Global Note Security shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may conclusively rely and shall be fully protected in so relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this the Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither [Insert Global Securities Legend if applicable] [Insert Restricted Security Legend if applicable] [Insert Regulation S Temporary Global Security Legend if applicable] [Insert Definitive Security Legend if applicable] [Insert OID Legend if applicable] No. $___________ CUSIP No.:1 ISIN No.:2 PARTY CITY HOLDINGS INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the Trustee nor any principal sum of its agents shall have any responsibility for any actions taken $ Dollars, [as the same may be revised from time to time on the Schedule of Increases or not taken by Decreases in Global Security attached hereto,]3 on February 15, 2026. Interest Payment Dates: February 15 and August 15, commencing on August 15, 2021 Record Dates: February 1 and August 1 Additional provisions of this Security are set forth on the Depositaryother side of this Security.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders holders and all payments to be made to Holders in respect of the holders under the Notes shall be given or made only to the registered Holders holders (which shall be the Depositary Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY CONTACTING THE GENERAL COUNSEL, AT CHART INDUSTRIES, INC., 0000 XXXXXXX XXXXXXXXXX XXXXX, XXXXX 000, XXXX XXXXXX, XXXXXXX 00000. No. [__] 144A CUSIP No. 00000XXX0 Chart Industries, Inc., a Delaware corporation (together with its successors and assigns under the Trustee nor any Indenture), promises to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of its agents shall have any responsibility Increases or Decreases in Global Note attached hereto on January 1, 2030. Interest Payment Dates: January 1 and July 1, commencing [__]1 Record Dates: December 15 and June 15 Additional provisions of this Note are set forth on the other side of this Note. 1 To be July 1, 2023 for any actions taken or not taken by the DepositaryInitial Notes.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Member39 33 member thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes Securities (or other security or property) under or with respect to such NotesSecurities or for any other matter relating to the actions or procedures of the Depositary. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global NoteSecurity). The rights of beneficial owners in any Global Note Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders holders and all payments to be made to Holders in respect of the holders under the Notes shall be given or made only to the registered Holders holders (which shall be the Depositary Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY CONTACTING THE GENERAL COUNSEL, AT CHART INDUSTRIES, INC., 0000 XXXXXXX XXXXXXXXXX XXXXX, XXXXX 000, XXXX XXXXXX, XXXXXXX 00000. No. [__] 144A CUSIP No. 00000XXX0 Chart Industries, Inc., a Delaware corporation (together with its successors and assigns under the Trustee nor any Indenture), promises to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of its agents shall have any responsibility Increases or Decreases in Global Note attached hereto on January 1, 2031. Interest Payment Dates: January 1 and July 1, commencing [__]1 Record Dates: December 15 and June 15 Additional provisions of this Note are set forth on the other side of this Note. 1 To be July 1, 2023 for any actions taken or not taken by the DepositaryInitial Notes.

No Obligation of the Trustee. None of (1) Neither the Issuers, the Guarantors, the Trustee, the Paying Agent or Trustee nor the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, the Depositary DTC or any other Person with respect to the accuracy of the records of the Depositary DTC or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the New Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any New Notes (or other security or property) under or with respect to such New Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the New Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary DTC subject to the applicable rules and procedures of the DepositaryDTC. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by the Depositary DTC with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, Neither the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any New Note (including any transfers between or among Depositary DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee Trustee, the Registrar nor any of its their respective agents shall have any responsibility or liability for any actions taken or not taken by the DepositaryDTC.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar ​ (i) The Trustee and Agents shall have any no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, in the Common Depositary or any other Person with respect to the accuracy of the records of the Common Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Common Depositary) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes shall be given or made only to the registered Holders (which shall be the Common Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Common Depositary subject to the applicable rules and procedures of the Common Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent Trustee and the Registrar Agents may rely and shall be ​ ​ ​ fully protected in relying upon information furnished by the Common Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. ​ (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance compliance, and shall not be responsible or liable for compliance, with any restrictions on transfer transfer, exchange, redemption, purchase or repurchase, as applicable, imposed under this the Indenture or under applicable law or regulation with respect to any transfer transfer, exchange, redemption, purchase or repurchase, as applicable of any interest in any Note (including including, without limitation, any transfers between or among Common Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither , it being understood that without limiting the generality of the foregoing, the Trustee nor any of its agents shall not have any responsibility obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance, with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under the Indenture or under applicable law or regulation with respect to any actions taken transfer, exchange, redemption, purchase or not taken by the Depositary.repurchase, as applicable, of any interest in any Note. ​

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders holders and all payments to be made to Holders in respect of the holders under the Notes shall be given or made only to the registered Holders holders (which shall be the Depositary Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE, IN A MINIMUM OF $100,000 PRINCIPAL AMOUNT OF THE SECURITIES OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE, IN A MINIMUM OF $100,000 PRINCIPAL AMOUNT OF THE SECURITIES, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE PARI FIRST LIEN INTERCREDITOR AGREEMENT AMONG WILMINGTON SAVINGS FUND SOCIETY, FSB, AS COLLATERAL AGENT AND ADMINISTRATIVE AGENT, WILMINGTON TRUST, NATIONAL ASSOCIATION, AS INITIAL OTHER AUTHORIZED REPRESENTATIVE, AND THE OTHER PARTIES FROM TIME TO TIME PARTY THERETO, DATED AS OF JULY 12, 2017, AS IT MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE INDENTURE AND, IF APPLICABLE PURSUANT TO THE TERMS OF THE INDENTURE, TO THE TERMS OF THE SUPER SENIOR INTERCREDTIOR AGREEMENT. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. No. [ ] RULE 144A CUSIP No. [ ] Exela Intermediate LLC, a Delaware limited liability company (together with its successors and assigns under the Trustee nor any Indenture (as defined on the reverse hereof)), and Exela Finance Inc., a Delaware corporation (together with its successors and assigns under the Indenture), promise to pay to [Cede & Co.], or registered assigns, the principal sum of its agents shall have any responsibility for any actions taken or not taken [ ] Dollars ($[ ]), as revised by the DepositarySchedule of Increases or Decreases in Global Note attached hereto, on the earlier of (i) April 15, 2026 and (ii) July 12, 2023 if, on such date, any amount of the Existing 2023 Notes or the Old Term Loans remains outstanding. Interest Payment Dates: January 15 and July 15 commencing [ ].6 Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no ---------------------------- responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes shall be given or made only to the registered Holders (which shall be the Depositary Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither EXHIBIT 1 to APPENDIX A [FORM OF FACE OF INITIAL NOTE] Global Notes Legend: ------ ----- ------ UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER REPRESENTATIVE OF DTC AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. Restricted Notes Legend: ---------- ----- ------ THIS SECURITY WAS OFFERED AS PART OF A TRANSACTION THAT IS EXEMPT FROM REGISTRATION, AND HAS NOT BEEN REGISTERED, UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO THE COMPANY, (2) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, BUT, IF SUCH TRANSFER IS BEING EFFECTED BY ANY FOREIGN PURCHASER WHO HAS PURCHASED NOTES FROM ANY PERSON OTHER THAN A QUALIFIED INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR (WITHIN THE MEANING OF RULE 144A) PURSUANT TO THIS CLAUSE (3) PRIOR TO THE EXPIRATION OF THE 40-DAY RESTRICTED PERIOD (WITHIN THE MEANING OF RULE 903(C)(3) OF REGULATION S UNDER THE SECURITIES ACT), THE TRANSFEREE SHALL HAVE CERTIFIED TO THE COMPANY AND THE TRUSTEE FOR THE NOTES THAT SUCH TRANSFEREE IS A NON-U.S. PERSON (WITHIN THE MEANING OF REGULATION S) AND THAT SUCH TRANSFEREE IS ACQUIRING THE NOTES IN AN OFFSHORE TRANSACTION, (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES, COMMONWEALTH AND TERRITORIES OF THE UNITED STATES, THE DISTRICT OF COLUMBIA AND OTHER JURISDICTIONS. EACH HOLDER OF THIS SECURITY IS REQUIRED TO NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE, IF THEN APPLICABLE. WITH RESPECT TO ANY TRANSFER OF THIS SECURITY BY AN INSTITUTIONAL ACCREDITED INVESTOR, SUCH HOLDER WILL DELIVER TO THE COMPANY AND THE TRUSTEE FOR THE SECURITIES SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER BY IT COMPLIES WITH THE FOREGOING RESTRICTIONS. CUSIP No. $100,000,000 9 7/8% Senior Subordinated Notes Due 2008 No. ________ $___________ IRON AGE CORPORATION, a Delaware corporation, for value received, hereby promises to pay to _________________, or registered assigns, the Trustee nor any principal sum of its agents shall have any responsibility for any actions taken or not taken by the Depositary_______________ United States Dollars on May 1, 2008.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (a) The Trustee shall have any no responsibility or obligation to any beneficial owner of an interest in a Global Note, an Agent Member a member of, or a participant in, the Depositary DTC or any other Person with respect to the accuracy of the records of the Global Note Depositary and Custodian, DTC or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or the Global Receipts or with respect to the delivery to DTC, any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryGlobal Note Depositary and Custodian) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the registered order of the Holders (thereof, which shall be the Global Note Depositary or its nominee and Custodian in the case of a Global NoteNote and the registered Holder of such Notes in the case of Certificated Notes). The rights of beneficial owners in any Global Note shall be exercised only through the Global Note Depositary and Custodian, and, with respect to rights of such beneficial owners in any Global Receipt representing such Global Note, only through DTC subject to the applicable rules and procedures of the DepositaryDTC. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Global Note Depositary and Custodian, including information furnished through it by DTC with respect to its Agent Membersmembers, participants and any beneficial owners. . (b) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among the Global Note Depositary and Custodian, DTC, DTC participants, members or beneficial owners in any Global NoteNote or Global Receipt) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders holders and all payments to be made to Holders in respect of the holders under the Notes shall be given or made only to the registered Holders holders (which shall be the Depositary Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. “THIS SECURITY (OR ITS PREDECESSOR) IS A TEMPORARY GLOBAL NOTE; AS SUCH, INTERESTS IN THIS SECURITY MAY NOT BE TRANSFERRED AND MAY ONLY BE EXCHANGED FOR A BENEFICIAL INTEREST IN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. UPON CONSUMMATION OF THE SECOND LIEN TENDER OFFERS AS DESCRIBED IN THE OFFERING MEMORANDUM OF MARCH 5, 2009 (AS SUPPLEMENTED FROM TIME TO TIME, INCLUDING ON MARCH 17, 2009 AND MARCH 26, 2009), ANY REMAINING INTEREST IN THIS SECURITY WILL BE EXCHANGED FOR A CORRESPONDING BENEFICIAL INTEREST IN A PERMANENT GLOBAL NOTE.” “THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a) UNDER REGULATION D OF THE SECURITIES ACT (AN “AI”), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER, HET OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB OR PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (F) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D OF THE SECURITIES ACT (AN “IAI”) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NEW SECOND LIEN NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER AND THE TRUSTEE THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.” “THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, DATED DECEMBER 24, 2008, BY AND AMONG BANK OF AMERICA, N.A., AS FIRST LIEN AGENT, U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND THE OTHER PARTIES THERETO FROM TIME TO TIME.” “THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: HARRAH’S OPERATING COMPANY, INC., ONE CAESAR’S PALACE DRIVE, LAS VEGAS, NEVADA, 89101-8969, ATTENTION: GENERAL COUNSEL.” To be inserted if Notes are guaranteed by the DepositarySubsidiaries pursuant to Section 4.11(c): “THE TERMS OF THIS AGREEMENT ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, DATED AS OF JANUARY 28, 2008, BY AND AMONG BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION, CITIBANK, N.A. AND THE OTHER PARTIES THERETO FROM TIME TO TIME.” Each Definitive Note shall bear the following additional legends: “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” No. [TEMPORARY (1) 144A] CUSIP No. 413627 BH2 [TEMPORARY (1) 000X] XXXX Xx. XX000000XX00 [TEMPORARY (2) 144A] CUSIP No. 413627 BJ8 [TEMPORARY (2) 000X] XXXX Xx. XX000000XX00 [PERMANENT 144A] CUSIP No. 413627 BG4 [PERMANENT 000X] XXXX Xx. XX000000XX00 [TEMPORARY (1) REG S] CUSIP No. U24658 AP8 [TEMPORARY (1) REG S] XXXX Xx. XXX00000XX00 [TEMPORARY (2) REG S] CUSIP No. U24658 AQ6 [TEMPORARY (2) REG S] XXXX Xx. XXX00000XX00 [PERMANENT REG S] CUSIP No. U24658 AN3 [PERMANENT REG S] XXXX Xx. XXX00000XX00 XXXXXX’X OPERATING COMPANY, INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in Global Security attached hereto on December 15, 2018. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Additional provisions of this Note are set forth on the other side of this Note.

No Obligation of the Trustee. None of the Issuers, the Guarantors, (1) Neither the Trustee, the Paying Agent or the Registrar nor any other Agent, shall have any responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Common Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent Trustee and the Registrar Agents may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Registrar or any other Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among the Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither None of the Trustee nor Trustee, the Registrar, any other Agent or any of its agents their respective agents, shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of (1) Neither the Issuers, the Guarantors, the Trustee, the Paying Agent or Trustee nor the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, Neither the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this First Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee Trustee, the Registrar nor any of its their respective agents shall have any responsibility for any actions taken or not taken by the DepositaryDepository.

No Obligation of the Trustee. None of (1) Neither the Issuers, the Guarantors, the Trustee, the Paying Agent or Trustee nor the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, the Depositary DTC or any other Person with respect to the accuracy of the records of the Depositary DTC or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary DTC subject to the applicable rules and procedures of the DepositaryDTC. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by the Depositary DTC with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, Neither the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee Trustee, the Registrar nor any of its their respective agents shall have any responsibility or liability for any actions taken or not taken by the Depositary.DTC. (i) Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S. Exelon Corporation 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to the Holders in respect of under the Notes Securities shall be given or made only to the registered Holders (which shall be the Depositary Depository or its nominee in the case of a Global NoteAppendix A-12 Security). The rights of beneficial owners in any Global Note Security shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may conclusively rely and shall be fully protected in so relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this the Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither Appendix A-13 [FORM OF FACE OF SECURITY] [Insert Global Securities Legend if applicable] [Insert Restricted Securities Legend if applicable] [Insert Regulation S Temporary Global Security Legend if applicable] [Insert Definitive Security Legend if applicable] [Insert OID Legend] No. $___________ Senior Secured First Lien Floating Rate Notes due 2025 CUSIP No.: ISIN No.: PARTY CITY HOLDINGS INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the Trustee nor any principal sum of its agents shall have any responsibility for any actions taken $ Dollars, [as the same may be revised from time to time on the Schedule of Increases or not taken by Decreases in Global Security attached hereto,]1 on July 15, 2025. Interest Payment Dates: January 15 and July 15, commencing on January 15, 2021 Record Dates: January 1 and July 1 Additional provisions of this Security are set forth on the Depositaryother side of this Security.

No Obligation of the Trustee. None of the Issuers(i) The Trustee (whether in its capacity as trustee, the Guarantors, the Trustee, the Security Registrar or Paying Agent or the Registrar Agent) shall have any no responsibility or obligation to any beneficial owner of any Global Security, a Global Note, an Agent Member member of, or a participant in, in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities of any series or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global NoteSecurity). The rights of beneficial owners in any the Global Note Securities shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The IssuersTrustee (whether in its capacity as trustee, the Guarantors, the Trustee, the Security Registrar or Paying Agent and the Registrar Agent) may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The IssuersTrustee (whether in its capacity as trustee, the Guarantors, the Trustee, the Security Registrar or Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global NoteAgent) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law law, regulations or exchange rules with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants, members or beneficial owners in any the Global Note) Securities), other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner of in a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary Depository or its nominee in the case of a the Global NoteSecurity). The rights of beneficial owners in any the Global Note Security shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the any Paying Agent and the Security Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the each Paying Agent and the Security Registrar shall be entitled to deal with any depositary (including the DepositaryDepository), and any nominee thereof, that is the registered holder Holder of any Global Note Security for all purposes of this Indenture relating to such Global Note global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global NoteSecurity) as the sole holder Holder of such Global Note Security and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary any such depositary with respect to such Global NoteSecurity, for the records of any such Depositarydepositary, including records in respect of beneficial ownership interests in respect of any such Global NoteSecurity, for any transactions between the Depositary such depositary and any Agent Member participant in such depositary or between or among the Depositaryany such depositary, any such Agent Member participant and/or any holder or owner of a beneficial interest in such Global Note, Security or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the DepositarySecurity.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the any Paying Agent or the any Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, the Depositary DTC, Euroclear or any Clearstream, as applicable, or other Person with respect to the accuracy of the records of the Depositary DTC, Euroclear or Clearstream, as applicable, or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member, participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDTC, Euroclear or Clearstream, as applicable) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary DTC, Euroclear or Clearstream, as applicable, or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary DTC, Euroclear or Clearstream, as applicable, subject to the applicable rules and procedures of the DepositaryDTC, Euroclear or Clearstream, as applicable. The Issuers, the Guarantors, the Trustee, the any Paying Agent and the any Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary DTC, Euroclear or Clearstream, as applicable, with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the any Paying Agent or the any Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary DTC, Euroclear or Clearstream, as applicable, participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the DepositaryDTC, Euroclear or Clearstream, as applicable.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global NoteSecurity, an Agent Member a member of, or a participant inin the Depository, the Depositary Euroclear or Clearstream or any other Person with respect to the accuracy of the records of the Depositary Depository, Euroclear or Clearstream or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository, Euroclear or Clearstream) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities shall be given or made only to the registered Holders (which shall be the Depositary Depository, Euroclear or Clearstream or its nominee in the case of a Global NoteSecurity). The rights of beneficial owners in any Global Note Security shall be exercised only through the Depositary Depository, Euroclear or Clearstream subject to the applicable rules and procedures of the DepositaryDepository, Euroclear or Clearstream. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository, Euroclear or Clearstream with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary Depository, Euroclear or Clearstream participants, members or beneficial owners in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders in respect of under the Notes shall be given or made only to the registered Holders (which shall be the Depositary Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the DepositaryUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OTHER THAN RULE 144, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TRANSFERS PURSUANT TO RULE 144 WILL NOT BE PERMITTED, EVEN IF LEGALLY AVAILABLE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY CONTACTING THE CHIEF FINANCIAL OFFICER OF THE COMPANY, 0000 XXXX XXX XXXXXXX XXXX., XXXXX 000, XXXXXX, XXXXX 00000, TELEPHONE NUMBER: (000) 000-0000. No. [ ] Principal Amount $[ ]

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global NoteSecurity). The rights of beneficial owners in any Global Note Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. The IssuersTrustee shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, the Guarantors, the Trustee, the Paying Agent Depositary participants and the Registrar any beneficial owners. The Trustee shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note Security for all purposes of this Indenture relating to such Global Note Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global NoteSecurity) as the sole holder of such Global Note Security and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar The Trustee shall not have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, Security for the records of any such Depositarydepositary, including records in respect of beneficial ownership interests in respect of any such Global NoteSecurity, for any transactions between the Depositary and any Agent Member Depositary participant or between or among the Depositary, any such Agent Member Depositary participant and/or any holder or owner of a beneficial interest in such Global NoteSecurity, or for any transfers of beneficial interests in any such Global NoteSecurity. (ii) The Trustee shall not have any duty to monitor the Issuer’s compliance with or have any responsibility with respect to the Issuer’s compliance with any federal or state securities laws in connection with the registrations of transfer and exchange of Securities. None of the Trustee, the Paying Agent or the Registrar The Trustee shall have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the The Trustee nor any of its agents shall have any no responsibility for any actions taken take or not taken by the Depositary. (iii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates, opinions and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global NoteSecurity, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such NotesSecurities. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary.All notices and communications to be given to the Holders and all payments to be made to the Holders in respect of under the Notes Securities shall be given or made only to the registered Holders (which shall be the Depositary Depository or its nominee in the case of a Global NoteSecurity). The rights of beneficial owners in any Global Note Security shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) TO EITHER OF THE ISSUERS OR ANY OF THEIR SUBSIDIARIES, (IV) TO AN “INSTITUTIONAL ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI), IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE ISSUERS SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. No. $ RBS GLOBAL, INC., a Delaware corporation (“RBS Global”), and REXNORD LLC, a Delaware limited liability company (“Rexnord” and, together with RBS Global, the Trustee nor any “Issuers”) jointly and severally, promise to pay to Cede & Co., or registered assigns, the principal sum [of its agents shall have any responsibility for any actions taken Dollars] [listed on the Schedule of Increases or not taken by Decreases in Global Security attached hereto]1 on December 15, 2025. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Additional provisions of this Security are set forth on the Depositaryother side of this Security. 1 Use the Schedule of Increases and Decreases language if Security is in Global Form.

No Obligation of the Trustee. None of the Issuers, the Guarantors, (1) Neither the Trustee, the Paying Agent or the Registrar nor any other Agent, shall have any responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Common Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, Neither the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among the Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee Trustee, the Registrar nor any of its their respective agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders holders and all payments to be made to Holders in respect of the holders under the Notes shall be given or made only to the registered Holders holders (which shall be the Depositary Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE, IN A MINIMUM OF $100,000 PRINCIPAL AMOUNT OF THE SECURITIES OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE, IN A MINIMUM OF $100,000 PRINCIPAL AMOUNT OF THE SECURITIES, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE PARI FIRST LIEN INTERCREDITOR AGREEMENT AMONG WILMINGTON SAVINGS FUND SOCIETY, FSB, AS COLLATERAL AGENT AND ADMINISTRATIVE AGENT, WILMINGTON TRUST, NATIONAL ASSOCIATION, AS INITIAL OTHER AUTHORIZED REPRESENTATIVE, AND THE OTHER PARTIES FROM TIME TO TIME PARTY THERETO, DATED AS OF JULY 12, 2017, AS IT MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE INDENTURE AND, IF APPLICABLE PURSUANT TO THE TERMS OF THE INDENTURE, TO THE TERMS OF THE SUPER SENIOR INTERCREDTIOR AGREEMENT. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON, NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON, AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. No. [ ] RULE 144A CUSIP No. [ ] Exela Intermediate LLC, a Delaware limited liability company (together with its successors and assigns under the Trustee nor any Indenture (as defined on the reverse hereof)), and Exela Finance Inc., a Delaware corporation (together with its successors and assigns under the Indenture), promise to pay to [Cede & Co.], or registered assigns, the principal sum of its agents shall have any responsibility for any actions taken or not taken [ ] Dollars ($[ ]), as revised by the DepositarySchedule of Increases or Decreases in Global Note attached hereto, on the earlier of (i) April 15, 2026 and (ii) July 12, 2023 if, on such date, any amount of the Existing 2023 Notes or the Old Term Loans remains outstanding. Interest Payment Dates: January 15 and July 15 commencing [ ].1 Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note.

No Obligation of the Trustee. (i) None of the Issuers, the Guarantors, the Trustee, the Registrar or Paying Agent or the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, in the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Registrar and Paying Agent and the Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, Depository that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or and the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary Depository with respect to such Global Note, for the records of any such Depositarythe Depository, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary Depository and any Agent Member member or participant in the Depository or between or among the DepositaryDepository, any such Agent Member member or participant and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, as a Holder, with respect to such Global Note or shall impair, as between the Depository and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of the Depository as Holder of such Global Note. (ii) None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee shall have any no responsibility or obligation to any beneficial owner of a Global NoteSecurity, an Agent Member a member of, or a participant in, the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes Securities (or other security or property) under or with respect to such NotesSecurities. All notices and communications to be given to the Holders of any series of Securities and all payments to be made to Holders in respect of the Notes a series of Securities shall be given or made only to or upon the order of the registered Holders of such series of Securities (which shall be the Depositary or its nominee in the case of a Global NoteSecurity). The rights of beneficial owners in any Global Note Security shall be exercised only through Draft - January 14, 2004 Exhibit C the Depositary subject to the applicable rules and procedures of the Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.

No Obligation of the Trustee. (i) None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or obligation to any beneficial owner of a Global NoteSecurity, an Agent Member of, or a participant in, the Depositary or any other Person with respect to the accuracy of the records of the Depositary DTC or other depositary or its nominee or of any participant thereof or Agent Member, with respect to any ownership interest in the Notes Securities or with respect to the delivery to any participant, Agent Member, beneficial owner or other Person (other than the DepositaryDTC or other depositary) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes Securities (or other security or property) under or with respect to such NotesSecurities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes Securities and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary DTC or other depositary or its nominee in the case of a Global NoteSecurity). The rights of beneficial owners in any Global Note Security shall be exercised only through the Depositary DTC or other depositary subject to the applicable rules and procedures of the DepositaryDTC or other depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar may rely and shall be fully protected in relying upon information furnished by the Depositary DTC or other depositary with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note . (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Noteii) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary DTC participants, members or beneficial owners in any Global NoteSecurity) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither . (iii) None of the Trustee nor any of its agents Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any actions taken acts or not taken by omissions of DTC or other depositary with respect to such Global Security, for the Depositaryrecords of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between DTC or other depositary and any Agent Member or between or among DTC or other depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security.

No Obligation of the Trustee. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar (i) The Trustee and Agents shall have any no responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, in the Common Depositary or any other Person with respect to the accuracy of the records of the Common Depositary or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the Common Depositary) of any notice (including any notice of redemption or purchaserepurchase) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes shall be given or made only to the registered Holders (which shall be the Common Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Common Depositary subject to the applicable rules and procedures of the Common Depositary. The Issuers, the Guarantors, the Trustee, the Paying Agent Trustee and the Registrar Agents may rely and shall be fully protected in relying upon information furnished by the Common Depositary with respect to its Agent Membersmembers, participants and any beneficial owners. . (ii) The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and Trustee shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance compliance, and shall not be responsible or liable for compliance, with any restrictions on transfer transfer, exchange, redemption, purchase or repurchase, as applicable, imposed under this the Indenture or under applicable law or regulation with respect to any transfer transfer, exchange, redemption, purchase or repurchase, as applicable of any interest in any Note (including including, without limitation, any transfers between or among Common Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither , it being understood that without limiting the generality of the foregoing, the Trustee nor any of its agents shall not have any responsibility obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance, with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under the Indenture or under applicable law or regulation with respect to any actions taken transfer, exchange, redemption, purchase or not taken by the Depositaryrepurchase, as applicable, of any interest in any Note.

No Obligation of the Trustee. (i) None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Notes Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, an Agent Member a member of, or a participant in, the Depositary Depository or any other Person with respect to the accuracy of the records of the Depositary Depository or its nominee or of any participant thereof or Agent Membermember thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, Agent Membermember, beneficial owner or other Person (other than the DepositaryDepository) of any notice (including any notice of redemption or purchaseredemption) or the payment of any amount or delivery of any Notes (or other security or property) amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary Depository subject to the applicable rules and procedures of the DepositaryDepository. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary Depository with respect to its Agent Membersmembers, participants and any beneficial owners. The Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Notes Registrar shall have any responsibility or liability for any acts or omissions of the Depositary Depository with respect to such Global Note, for the records of any such Depositarydepository, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary Depository and any Agent Member or between or among the DepositaryDepository, any such Agent Member and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. None of the Trustee, the Paying Agent or the Registrar . (ii) The Trustee shall have any no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary.