Common use of Regulation S Global Notes Clause in Contracts

Regulation S Global Notes. Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee. During the Restricted Period, interests in a Regulation S Global Note must be held through Euroclear or Clearstream, if the holders are Participants in such systems, or indirectly through organizations that are Participants in such systems. Following the termination of the Restricted Period, beneficial interests in a Regulation S Global Note may be held, directly or indirectly, in the account of any Participant of the Depositary. Each Regulation S Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as the custodian for the Depositary, at the direction of the Security Registrar, in accordance with instructions given by the Holder thereof as required by Section 2.11 hereof.

Regulation S Global Notes. Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall be issued initially in the form of one or more the Regulation S Temporary Global NotesNote, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the DepositaryDepository, and registered in the name of the Depository or the nominee of the Depository, duly executed by the Company and authenticated by the TrusteeTrustee as hereinafter provided. During The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the Restricted Period, interests receipt by the Trustee of (i) a written certificate from the Depository certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Regulation S Rule 144A Global Note must be held through Euroclear or ClearstreamNote, if all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the holders are Participants in such systems, or indirectly through organizations that are Participants in such systemsCompany. Following the termination of the Restricted Period40-day restricted period, beneficial interests in a the Regulation S Global Note may be held, directly or indirectly, in the account of any Participant of the Depositary. Each Regulation S Temporary Global Note shall represent such be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the outstanding Notes as Trustee shall be specified therein and each shall provide that it shall represent cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depository or its nominee, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as the custodian for the Depositary, at the direction of the Security Registrarcase may be, in accordance connection with instructions given by the Holder thereof transfers of interest as required by Section 2.11 hereofhereinafter provided.

Regulation S Global Notes. Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall be issued initially in the form of evidenced by one or more Regulation S Global Notes, which shall be deposited on behalf of Notes that bear the purchasers of Private Placement Legend or the Regulation S Temporary Global Notes represented thereby with the TrusteeLegend, as custodian for the Depositary, duly executed by the Company and authenticated by the Trusteeapplicable. During the Restricted Period, interests in a Regulation S Global Note must be held through Euroclear or Clearstream, if the holders are Participants in such systems, or indirectly through organizations that are Participants in such systems. Following the termination of the Restricted Period, beneficial interests in a the Regulation S Global Note Notes may only be held, directly transferred to or indirectly, in for the account or benefit of any Participant of Non-U.S. Persons (other than the DepositaryInitial Purchasers), unless permitted by applicable law. Each In the event Regulation S Global Note shall represent such Notes are issued in the form of Regulation S Temporary Global Notes, following (i) the termination of the outstanding Notes as shall be specified therein applicable Restricted Period and each shall provide (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuer together with copies of certificates from Euroclear and Clearstream certifying that it shall represent they have received certifications of non- United States beneficial ownership of 100% of the aggregate principal amount of outstanding Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateRegulation S Temporary Global Note, to reflect exchanges and redemptions. Any change in the principal amount of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as the custodian for extent the Depositary, at Euroclear and Clearstream provide such certificates in the direction ordinary course of their business (except to the Security Registrarextent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing the Private Placement Legend, in accordance with instructions given by the Holder thereof all as required contemplated by Section 2.11 2.06(b) hereof) and (B) an Officer’s Certificate from the Issuer, the Trustee shall remove the Regulation S Temporary Global Note Legend from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.

Regulation S Global Notes. Notes offered and Subject to Section 2.4(d) below, if a Purchase Money Note is deemed to be initially sold outside the United States to QIBs which are Qualified non-U.S. Persons in reliance on accordance with Regulation S shall be issued initially S, and the purchasers of such Purchase Money Note wish to take delivery of such Purchase Money Note in the form of one or more Regulation S Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee. During the Restricted Period, interests in a Regulation S Global Note must be held through Euroclear or Clearstream, if the holders are Participants in such systems, or indirectly through organizations that are Participants in such systems. Following the termination of the Restricted Period, beneficial interests in a Global Note, those purchasers shall receive beneficial interests in one or more temporary Global Notes in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B-2 attached hereto (each, a “Temporary Regulation S Global Note”), which shall bear the following legend and other notations necessary for such temporary global notes (collectively, the “Temporary Global Notes Notations”): THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN. On or after the 40th day after [ ]1, interests in this Temporary Regulation S Global Note may be held, directly or indirectly, exchanged (free of charge) for beneficial interests in the account of any Participant of the Depositarya permanent Regulation S Global Note. Each The permanent Regulation S Global Note shall represent such be so issued and delivered in exchange for only that portion of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a this Temporary Regulation S Global Note in respect of which there shall have been presented to the Depository by Euroclear or Clearstream a certification to the effect that it has received from or in respect of a person entitled to a beneficial interest (as shown by its records) a certification that the beneficial interests in such Temporary Regulation S Global Note are owned by persons who are not U.S. Persons. On an exchange of the whole of this Temporary Regulation S Global Note, this Temporary Regulation S Global Note shall be surrendered to the Depository at its office. On an exchange of only part of this Temporary Regulation S Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule A hereto. If, following the issue of a permanent Regulation S Global Note in exchange for some of the Purchase Money Notes represented by this Temporary Regulation S Global Note, further Purchase Money Notes are to be exchanged pursuant to this paragraph, such exchange may be effected, without the issue of a new permanent Regulation S Global Note, by the Issuer or the Depository endorsing Schedule A of the permanent Regulation S Global Note previously issued to reflect the amount of any an increase or decrease in the aggregate principal amount of outstanding such permanent Regulation S Global Note by an amount equal to the aggregate principal amount of additional Purchase Money Notes represented thereby to be exchanged. On or after the first Business Day following the 40th day after such initial sale of such Purchase Money Note (the “Exchange Date”), upon certification that the beneficial interests in such Temporary Regulation S Global Note are owned by Persons who are not U.S. Persons, such Temporary Regulation S Global Note shall be made by exchanged for one or more permanent Global Notes of like aggregate principal amount in definitive, fully registered form without interest coupons, substantially in the Trustee as form of Exhibit B-2 attached hereto (each, a “Regulation S Global Note”), which shall not bear the custodian for the Depositary, at the direction of the Security Registrar, in accordance with instructions given by the Holder thereof as required by Section 2.11 hereofTemporary Global Notes Notations.

Regulation S Global Notes. (1) With respect to the Notes, Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall will be issued initially in the form of one or more a Regulation S Temporary Global NotesNote, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian Securities Custodian for the Depositary, and registered in the name of the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the TrusteeTrustee as hereinafter provided. During the Restricted Period, Beneficial ownership interests in a Regulation S Temporary Global Note must shall not be held through Euroclear exchangeable for interests in a 144A Global Note (except as set forth in Section 2.2(ii)(2)(b)), a Regulation S Permanent Global Note (except as set forth in Section 2.2(ii)(2)(a)) or Clearstreama Certificated Security prior to the termination of the Restricted Period, if and then only upon certification in accordance with Rule 903(b)(3)(ii)(B) of Regulation S, in form reasonably satisfactory to the holders are Participants Trustee, to the effect that beneficial ownership interests in such systemsRegulation S Temporary Global Note are owned either by Non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration under the Securities Act. With respect to the Notes, or indirectly through organizations that are Participants in such systems. Following following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Note may will be held, directly or indirectly, exchanged for beneficial interests in the account of any Participant Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Depositary. Each Regulation S Permanent Global Note Note, the Trustee shall represent such of cancel the outstanding Notes as shall be specified therein and each shall provide that it shall represent the applicable Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time as conclusively reflected in the books Regulation S Temporary Global Note and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Permanent Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as the custodian for the Depositary, at the direction of the Security Registrarcase may be, in accordance connection with instructions given by the Holder thereof transfers of interests therein as required by Section 2.11 hereofhereinafter provided.

Regulation S Global Notes. Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall be issued initially in the form of one or more the Regulation S Global NotesNote, which shall bear the Regulation S Global Note Legend and which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the TrusteeTrustee as hereinafter provided. During the Restricted Period, interests in a Regulation S Global Note must be held through Euroclear or Clearstream, if the holders are Participants in such systems, or indirectly through organizations that are Participants in such systems. Following the termination of the Restricted Distribution Compliance Period, beneficial ownership interests in a the Regulation S Global Note may only be heldsold, directly pledged or indirectlytransferred through Euroclear or Clearstream in accordance with the Applicable Procedures, the Private Placement Legend on such Regulation S Global Note and any applicable securities laws of any state of the United States. Prior to the expiration of the Distribution Compliance Period, transfers by an owner of a beneficial interest in the account Regulation S Global Note to a transferee who takes delivery of any Participant such interest through a 144A Global Note shall be made only in accordance with the Applicable Procedures and the Private Placement Legend and upon receipt by the Trustee of a written certification from the transferor of the Depositarybeneficial interest in the form of Exhibit B hereto. Each Such written certification shall no longer be required after the expiration of the Distribution Compliance Period. Upon the expiration of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall represent such be transferable in accordance with applicable law and the other terms of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the this Indenture. The aggregate principal amount of outstanding Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as the custodian for the Depositary, at the direction of the Security Registrarcase may be, in accordance connection with instructions given by the Holder thereof transfers of interest as required by Section 2.11 hereofhereinafter provided.

Regulation S Global Notes. Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall be issued initially in the form of one or more the Regulation S Temporary Global NotesNote, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary, duly executed by the Company and authenticated by the TrusteeTrustee as hereinafter provided. During The "40-day restricted period" (as defined in Regulation S) shall beterminated upon the Restricted Period, interests receipt by the Trustee of (i) a written certificate from the Depositary certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Regulation S Rule 144A Global Note must be held through Euroclear or ClearstreamNote, if all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the holders are Participants in such systems, or indirectly through organizations that are Participants in such systemsCompany. Following the termination of the Restricted Period40-day restricted period, beneficial interests in a the Regulation S Global Note may be held, directly or indirectly, in the account of any Participant of the Depositary. Each Regulation S Temporary Global Note shall represent such be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the outstanding Notes as Trustee shall be specified therein and each shall provide that it shall represent cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as the custodian for the Depositary, at the direction of the Security Registrarcase may be, in accordance connection with instructions given by the Holder thereof transfers of interest as required by Section 2.11 hereofhereinafter provided.

Regulation S Global Notes. With respect to each series of Notes, Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall will be issued in book-entry form and initially in the form of will be represented by one or more Regulation S Temporary Global Notes; provided, at the applicable settlement date of the offering, only Rule 144A Global Notes will be issued. Notes represented by the Temporary Regulation S Global Notes will be registered in the name of Cede & Co., as registered owner and as nominee for DTC , for credit to the respective accounts of Euroclear and Clearstream. Reasonably promptly after the end of the Restricted Period, which such date shall be notified to the Trustee in writing by the Company, upon receipt by the Trustee and the Company of a duly executed certificate certifying that the holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person, substantially in the form of Exhibit F, from the Depository, beneficial interests in the Notes of a series represented by the Regulation S Temporary Global Notes will be exchangeable for beneficial interests in Notes of the same series represented by one or more Permanent Regulation S Global Notes and one or more Permanent Regulation S Global Notes, which shall be deposited on behalf substantially in the form of the purchasers of the Notes represented thereby with the TrusteeExhibit A or B, as custodian for the Depositaryappropriate, duly executed by the Company and authenticated by the Trustee as hereinafter provided, shall be deposited with the Trustee, as custodian for the Depository, and the Registrar shall reflect on its books and records the cancellation of the Regulation S Temporary Global Note and the issuance of the Permanent Regulation S Global Note. During The Notes represented by the Restricted PeriodPermanent Regulation S Global Notes will be registered in the name of Cede & Co., interests in a as registered owner and as nominee for DTC. The aggregate principal amount of the Temporary Regulation S Global Note must be held through Euroclear or Clearstream, if and the holders are Participants in such systems, or indirectly through organizations that are Participants in such systems. Following the termination of the Restricted Period, beneficial interests in a Regulation S Global Note may be held, directly or indirectly, in the account of any Participant of the Depositary. Each Regulation S Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as the custodian for the Depositary, at the direction of the Security Registrarcase may be, in accordance connection with instructions given by the Holder thereof transfers of interests therein as required by Section 2.11 hereofhereinafter provided.

Regulation S Global Notes. Notes offered and Subject to Section 2.4(d) below, if a Purchase Money Note is deemed to be initially sold outside the United States to QIBs which are Qualified non-U.S. Persons in reliance on accordance with Regulation S shall be issued initially S, and the purchasers of such Purchase Money Note wish to take delivery of such Purchase Money Note in the form of one or more Regulation S Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee. During the Restricted Period, interests in a Regulation S Global Note must be held through Euroclear or Clearstream, if the holders are Participants in such systems, or indirectly through organizations that are Participants in such systems. Following the termination of the Restricted Period, beneficial interests in a Global Note, those purchasers shall receive beneficial interests in one or more temporary Global Notes in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B-2 attached hereto (each, a “Temporary Regulation S Global Note”), which shall bear the following legend and other notations necessary for such temporary global notes (collectively, the “Temporary Global Notes Notations”): THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN. On or after the 40th day after [ ]a, interests in this Temporary Regulation S Global Note may be held, directly or indirectly, exchanged (free of charge) for beneficial interests in the account of any Participant of the Depositarya permanent Regulation S Global Note. Each The permanent Regulation S Global Note shall represent be so issued and delivered in exchange for only that portion of this Temporary Regulation S Global Note in respect of which there shall have been presented to the Depository by Euroclear or Clearstream a certification to the effect that it has received from or in respect of a person entitled to a beneficial interest (as shown by its records) a certification that the beneficial interests in such Temporary Regulation S Global Note are owned by persons who are not U.S. Persons. On an exchange of the outstanding Notes as whole of this Temporary Regulation S Global Note, this Temporary Regulation S Global Note shall be specified therein and each surrendered to the Depository at its office. On an exchange of only part of this Temporary Regulation S Global Note, details of such exchange shall provide that it shall represent be entered by or on behalf of the Issuer in Schedule A hereto. If, following the issue of a permanent Regulation S Global Note in exchange for some of the Purchase Money Notes represented by this Temporary Regulation S Global Note, further Purchase Money Notes are to be exchanged pursuant to this paragraph, such exchange may be effected, without the issue of a new permanent Regulation S Global Note, by the Issuer or the Depository endorsing Schedule A of the permanent Regulation S Global Note previously issued to reflect an increase in the aggregate principal amount a Insert the date of initial sale of the Purchase Money Notes under Regulation S. of such permanent Regulation S Global Note by an amount equal to the aggregate principal amount of outstanding additional Purchase Money Notes from time to time as conclusively reflected in be exchanged. On or after the books and records first Business Day following the 40th day after such initial sale of such Purchase Money Note (the Trustee endorsed thereon and “Exchange Date”), upon certification that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any change beneficial interests in the principal amount of a such Temporary Regulation S Global Note to reflect the amount are owned by Persons who are not U.S. Persons, such Temporary Regulation S Global Note shall be exchanged for one or more permanent Global Notes of any increase or decrease in the like aggregate principal amount in definitive, fully registered form without interest coupons, substantially in the form of outstanding Exhibit B-2 attached hereto (each, a “Regulation S Global Note”), which shall not bear the Temporary Global Notes represented thereby shall be made by the Trustee as the custodian for the Depositary, at the direction of the Security Registrar, in accordance with instructions given by the Holder thereof as required by Section 2.11 hereofNotations.

Regulation S Global Notes. Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall will be issued in book-entry form and initially in the form of will be represented by one or more Regulation S Temporary Global Notes. Notes represented by the Temporary Regulation S Global Notes will be registered in the name of Cede & Co., as registered owner and as nominee for DTC, for credit to the respective accounts of Euroclear and Clearstream. Reasonably promptly after the end of the Restricted Period, which such date shall be notified to the Trustee in writing by the Company, upon receipt by the Trustee and the Company of a duly executed certificate certifying that the holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person, substantially in the form of Exhibit E, from the Depository, beneficial interests in the Notes represented by the Regulation S Temporary Global Notes will be exchangeable for beneficial interests in Notes represented by one or more Permanent Regulation S Global Notes and one or more Permanent Regulation S Global Notes, which shall be deposited on behalf substantially in the form of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryExhibit A, duly executed by the Company and authenticated by the Trustee as hereinafter provided, shall be deposited with the Trustee, as custodian for the Depository, and the Registrar shall reflect on its books and records the cancellation of the Regulation S Temporary Global Note and the issuance of the Permanent Regulation S Global Note. During The Notes represented by the Restricted PeriodPermanent Regulation S Global Notes will be registered in the name of Cede & Co., interests in a as registered owner and as nominee for DTC. The aggregate principal amount of the Temporary Regulation S Global Note must be held through Euroclear or Clearstream, if and the holders are Participants in such systems, or indirectly through organizations that are Participants in such systems. Following the termination of the Restricted Period, beneficial interests in a Regulation S Global Note may be held, directly or indirectly, in the account of any Participant of the Depositary. Each Regulation S Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as the custodian for the Depositary, at the direction of the Security Registrarcase may be, in accordance connection with instructions given by the Holder thereof transfers of interests therein as required by Section 2.11 hereofhereinafter provided.

Regulation S Global Notes. Notes offered and Subject to Section 2.4(d) below, if a Purchase Money Note is deemed to be initially sold outside the United States to QIBs which are Qualified non-U.S. Persons in reliance on accordance with Regulation S shall be issued initially S, and the purchasers of such Purchase Money Note wish to take delivery of such Purchase Money Note in the form of one or more Regulation S Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee. During the Restricted Period, interests in a Regulation S Global Note must be held through Euroclear or Clearstream, if the holders are Participants in such systems, or indirectly through organizations that are Participants in such systems. Following the termination of the Restricted Period, beneficial interests in a Global Note, those purchasers shall receive beneficial interests in one or more temporary Global Notes in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B-2 attached hereto (each, a “Temporary Regulation S Global Note”), which shall bear the following legend and other notations necessary for such temporary global notes (collectively, the “Temporary Global Notes Notations”): THIS PURCHASE MONEY NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THAT IS EXCHANGEABLE FOR A PERMANENT GLOBAL NOTE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE CUSTODIAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREIN. On or after the 40th day after [ ]1, interests in this Temporary Regulation S Global Note may be held, directly or indirectly, exchanged (free of charge) for beneficial interests in the account of any Participant of the Depositarya permanent Regulation S Global Note. Each The permanent Regulation S Global Note shall represent such be so issued and delivered in exchange for only that portion of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a this Temporary Regulation S Global Note in respect of which there shall have been presented to the Depository by Euroclear or Clearstream a certification to the effect that it has received 1 Insert the date of initial sale of the Purchase Money Notes under Regulation S. from or in respect of a person entitled to a beneficial interest (as shown by its records) a certification that the beneficial interests in such Temporary Regulation S Global Note are owned by persons who are not U.S. Persons. On an exchange of the whole of this Temporary Regulation S Global Note, this Temporary Regulation S Global Note shall be surrendered to the Depository at its office. On an exchange of only part of this Temporary Regulation S Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule A hereto. If, following the issue of a permanent Regulation S Global Note in exchange for some of the Purchase Money Notes represented by this Temporary Regulation S Global Note, further Purchase Money Notes are to be exchanged pursuant to this paragraph, such exchange may be effected, without the issue of a new permanent Regulation S Global Note, by the Issuer or the Depository endorsing Schedule A of the permanent Regulation S Global Note previously issued to reflect the amount of any an increase or decrease in the aggregate principal amount of outstanding such permanent Regulation S Global Note by an amount equal to the aggregate principal amount of additional Purchase Money Notes represented thereby to be exchanged. On or after the first Business Day following the 40th day after such initial sale of such Purchase Money Note (the “Exchange Date”), upon certification that the beneficial interests in such Temporary Regulation S Global Note are owned by Persons who are not U.S. Persons, such Temporary Regulation S Global Note shall be made by exchanged for one or more permanent Global Notes of like aggregate principal amount in definitive, fully registered form without interest coupons, substantially in the Trustee as form of Exhibit B-2 attached hereto (each, a “Regulation S Global Note”), which shall not bear the custodian for the Depositary, at the direction of the Security Registrar, in accordance with instructions given by the Holder thereof as required by Section 2.11 hereofTemporary Global Notes Notations.

Regulation S Global Notes. (i) Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall be issued initially in the form of one or more Global Notes in definitive fully registered form without interest coupons with the Global Note Legend, the Private Placement Legend and the Regulation S Global NotesNote Legend endorsed thereon, and the Temporary Regulation S Global Note shall additionally include the Temporary Regulation S Global Note Legend endorsed thereon, each of which shall be deposited on behalf registered in the name of the purchasers Depositary or a nominee of the Notes represented thereby with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Original Indenture and deposited with the Trustee, as custodian for the Depositary, on behalf of the purchasers of the Notes represented thereby. During (ii) Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in the form of one or more temporary Global Notes, in fully registered form without interest coupons, with such applicable legends as are provided in paragraph (i) above. Such temporary Global Notes shall be registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided in the Original Indenture and deposited with the Trustee, as custodian for the Depositary, for credit to the respective accounts at the Depositary for Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Temporary Regulation S Global Notes or to such other accounts as they may direct. Until such time as the Restricted Period (as hereinafter defined) in respect of securities of a series shall have terminated, such temporary Global Notes shall be referred to herein as "Temporary Regulation S Global Notes". On or after the termination of the Restricted Period, interests in any Temporary Regulation S Global Note will be exchangeable for corresponding interests in a Regulation S Global Note must be held through in fully registered form without interest coupons, substantially in the form set forth in Exhibit A hereto with such applicable legends as are provided in (i) above and after delivery by a beneficial owner of an interest therein to Euroclear or ClearstreamClearstream of a written certification (an "Owner Securities Certification") substantially in the form of Exhibit E hereto, if and upon delivery by Euroclear or Clearstream to the holders are Participants Trustee of a written certification (a "Depositary Securities Certification") substantially in the form of Exhibit F hereto. Upon receipt of such systemscertifications, or indirectly through organizations that are Participants in such systems. Following the termination Trustee will effect the exchange of the Restricted Period, beneficial interests in the Temporary Regulation S Global Note covered by such certifications for interests in a Regulation S Global Note Note. Upon: (A) the expiration of the Restricted Period, (B) receipt by Euroclear or Clearstream, as the case may be heldbe, directly or indirectly, and the Trustee of the Owner Securities Certification described in the preceding paragraph, (C) receipt by the Depositary of (a) written instructions given in accordance with the Applicable Procedures from a Participant directing the Depositary to credit or cause to be credited to a specified Participant's account of any Participant of a beneficial interest in the Depositary. Each Regulation S Global Note shall represent such in a principal amount equal to that of the outstanding Notes beneficial interest in the Temporary Regulation S Global Note for which Owner Securities Certifications have been delivered, and (b) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant, and the Euroclear or Clearstream account for which such Participant's account is held, to be credited with, and the account of the Participant to be debited for, such beneficial interest, and (D) receipt by the Trustee of notification from the Depositary of the transactions described in (C) above, the Trustee, as Security Registrar, shall be specified therein and each shall provide that it shall represent direct the aggregate Depositary to reduce the principal amount of outstanding Notes from time the Temporary Regulation S Global Note and to time as conclusively reflected in increase the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time the Regulation S Global Note, by the principal amount of the beneficial interest in such Temporary Regulation S Global Note to time be reduced so transferred, and to credit or increased, as appropriate, cause to reflect exchanges and redemptions. Any change be credited to the account of the Person specified in the instructions received by the Depositary referred to in (C) above a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Note was reduced upon such transfer. The aggregate principal amount of a Regulation S Global Note of a series may be increased or decreased from time to reflect time by adjustments made on the amount records of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Trustee, as the custodian for the Depositary, at in connection with a corresponding decrease or increase in the direction aggregate principal amount, as hereinafter provided. (iii) Until such time as the Restricted Period shall have terminated, investors may hold interests in the Temporary Regulation S Global Note only through Euroclear and Clearstream, unless delivery of the Security Registrar, such beneficial interest upon transfer shall be made through a Restricted Global Note in accordance with instructions given the certification requirements discussed below in Section 3.02(b)(iii). The Company shall deliver to the Trustee an Officer's Certificate specifying the date on which the Restricted Period ends. The Company contemplates that beneficial interests in the Regulation S Global Notes shall be credited by the Holder thereof as required Depositary to or through accounts maintained by designated agents holding on behalf of Euroclear or Clearstream through and including the Restricted Period, unless transferred to a person that takes delivery through a 144A Global Note in accordance with the transfer and certification requirements set forth in Section 2.11 3.02(b)(iii) hereof.; and the Company and the Trustee agree to use commercially reasonable efforts to cause such interests to be so credited. (d)

Regulation S Global Notes. Notes offered and sold to QIBs which are Qualified Persons in reliance on Regulation S shall be issued initially in the form of one or more the Regulation S Temporary Global NotesNote, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary, duly executed by the Company and authenticated by the TrusteeTrustee as hereinafter provided. During The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the Restricted Period, interests receipt by the Trustee of (i) a written certificate from the Depositary certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Regulation S Rule 144A Global Note must be held through Euroclear or ClearstreamNote, if all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the holders are Participants in such systems, or indirectly through organizations that are Participants in such systemsCompany. Following the termination of the Restricted Period40-day restricted period, beneficial interests in a the Regulation S Global Note may be held, directly or indirectly, in the account of any Participant of the Depositary. Each Regulation S Temporary Global Note shall represent such be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the outstanding Notes as Trustee shall be specified therein and each shall provide that it shall represent cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as the custodian for the Depositary, at the direction of the Security Registrarcase may be, in accordance connection with instructions given by the Holder thereof transfers of interest as required by Section 2.11 hereofhereinafter provided.

Regulation S Global Notes. Notes offered and sold to QIBs which are Qualified Persons in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary notes, in registered, global form, without interest coupons (the "Temporary Regulation S Global NotesNote") and will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). During the Restricted Period, which beneficial interests in the Temporary Regulation S Global Note may be held only through Euroclear and Clearstream (as indirect participants in the Depositary), unless transferred to a Person that takes delivery through a Rule 144A Global Note in accordance with Section 2.06 hereof. Within a reasonable time period after the expiration of the Restricted Period, upon receipt by the Trustee and the Company of a duly executed certificate certifying that the Holder of the beneficial interest in the Temporary Regulation S Global Note is a Non-U.S. Person, substantially in the form of Exhibit G hereto from the Depositary, a single permanent global Note in registered form substantially in the form of Exhibit A hereto (the "Permanent Regulation S Global Note", and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided for shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, duly executed by and the Company Registrar shall reflect on its books and authenticated by records the Trustee. During cancellation of the Restricted Period, interests in a Temporary Regulation S Global Note must be held through Euroclear or Clearstream, if and the holders are Participants in such systems, or indirectly through organizations that are Participants in such systems. Following the termination issuance of the Restricted Period, beneficial interests in a Permanent Regulation S Global Note may Note. Notes offered and sold in offshore transactions in reliance on Regulation S and issued in definitive form will be held, directly or indirectly, substantially in the account form of any Participant Exhibit A hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the DepositaryGlobal Note" attached thereto). Each Regulation S Global Note shall will represent such of the outstanding Notes offered and sold in offshore transaction in reliance on Regulation S as shall will be specified therein and each shall provide that it shall represent represents the aggregate principal amount of outstanding Notes from time to time as conclusively reflected in the books and records of the Trustee endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any change in the principal amount endorsement of a Regulation S Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee as or the custodian for the DepositaryCustodian, at the direction of the Security RegistrarTrustee, in accordance with instructions given by the Holder thereof as required by Section 2.11 2.06 hereof.