Common use of Definitive Registered Notes Clause in Contracts

Definitive Registered Notes. (a) The Trustee shall promptly exchange a Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, if (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessation, or (ii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Registered Notes under this Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 shall be executed, authenticated and delivered only in denominations of $200,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e), bear the Restricted Notes Legend. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii), the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 2.01 shall be transferred in whole to the Beneficial Owners thereof in the form of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the U.S. Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 120 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.01(a). (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 ‎‎‎2.01 shall be transferred in whole to the Beneficial Owners thereof in the form of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of only if such Global Note, in exchange for such Global Note, if transfer complies with ‎Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of ‎‎‎Section 12.02(a). (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 ‎‎‎2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 ‎‎‎Section 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e), accordance with ‎‎‎Section 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii‎‎Section 2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 of this Indenture for 2.01 shall be transferred in whole to a Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of Note only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the U.S. Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.01(a). (b) Any Global Note that is transferable transferred to the beneficial owners thereof a Definitive Registered Note pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Definitive Registered the Notes of authorized denominationsdenominations in the form of one or more Definitive Registered Notes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to 2.01 shall be transferred in whole to the beneficial owners thereof in an aggregate principal amount equal to the principal amount form of Definitive Registered Notes only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 10.01(a). (b) Any Global Note that is transferable to the beneficial owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The U.S. Trustee shall promptly exchange a Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A.Mellon, as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, if (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the IssuerRegistrar has received a request from the Depositary or (iii) the Company, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee Trustees in writing that it elects to cause the issuance of Definitive Registered Notes under this the Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 shall be surrendered by the Depositary to the U.S. Trustee, to be so transferred, in whole or from time to time in part, without charge, and the U.S. Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 shall be executed, authenticated and delivered only in denominations of $200,000 2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e), bear the Restricted Notes Legend. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i), (ii) or (iiiii), the Issuer Company shall promptly make available to the U.S. Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to 2.01 shall be transferred in whole to the beneficial owners thereof in an aggregate principal amount equal to the principal amount form of Definitive Registered Notes only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the U.S. Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 10.01(a). (b) Any Global Note that is transferable to the beneficial owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to ‎‎‎2.01 shall be transferred in whole to the beneficial owners thereof in an aggregate principal amount equal to the principal amount form of Definitive Registered Notes only if such Global Note, in exchange for such Global Note, if transfer complies with ‎Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of ‎‎‎Section 12.02(a). (b) Any Global Note that is transferable to the beneficial owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 ‎‎‎2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 ‎‎‎Section 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e), accordance with ‎‎‎Section 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii‎‎Section 2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The U.S. Trustee shall promptly exchange a Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A.Mellon, as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, if (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after the Issuer becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary or (iii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee Trustees in writing that it elects to cause the issuance of Definitive Registered Notes under this the Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 shall be surrendered by the Depositary to the U.S. Trustee, to be so transferred, in whole or from time to time in part, without charge, and the U.S. Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 shall be executed, authenticated and delivered only in denominations of $200,000 2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e), bear the Restricted Notes Legend. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i), (ii) or (iiiii), the Issuer shall promptly make available to the U.S. Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 2.01 shall be transferred in whole to the Beneficial Owners thereof in the form of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.02(a). (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to shall be transferred to the beneficial owners thereof in the form of Definitive Registered Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 and (i) Euroclear and Clearstream notify the Issuer they are unwilling or unable to continue as clearing agency and a successor clearing agency is not appointed by the Issuer within 90 days, (ii) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, and a successor depositary Depositary is not appointed by the Issuer within 90 days of such notice or after such cessation, or and (iiiii) the Issuer, in at its sole discretion and subject to the procedures of the Depositaryoption, notifies the Trustee in writing that it the Issuer elects to cause the issuance of Definitive Registered definitive Notes in registered form for all, but not a part of, the Global Notes. Except as provided by the foregoing, owners of book-entry interests in the Global Notes will not be entitled to have any portions of such Global Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in certificated form and will not be considered the owners or holders of such Global Notes (or any notes represented thereby) under this Indenturethe Indenture or the Notes. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee or an Authentication Agent shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 2.4 shall be executed, authenticated and delivered only in minimum denominations of $200,000 €100,000 and integral multiples of $€1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e2.3(e), bear the Restricted Notes Legend. (c) Subject to the provisions of Section 2.7(b) above2.4(b), the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i2.4(a)(i), (ii) or (iiiii), the Issuer shall will promptly make available to the Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary a custodian or with The Bank of New York Mellon Trust Company, N.A., as Custodian common depositary for a Clearing System pursuant to Section 2.1 2.01 shall be transferred in whole to the Beneficial Owners thereof in the form of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such the Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act andNotes, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) if the Issuer has been notified that both Clearstream and Euroclear have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available, (iii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iv) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause delivered through the issuance relevant Clearing System following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.01(a). (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian or common depositary for the relevant Clearing System, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Definitive Registered the Notes of authorized denominationsdenominations in the form of one or more Definitive Registered Notes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 €100,000 and any integral multiples of $€1,000 in excess thereof and registered in such names as the Depositary shall relevant Clearing System may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of the relevant Clearing System or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 2.01 shall be transferred in whole to the Beneficial Owners thereof in the form of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the U.S. Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.01(a). (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 of this Indenture for 2.01 shall be transferred in whole to a Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of Note only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the U.S. Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 120 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.01(a). (b) Any Global Note that is transferable transferred to the beneficial owners thereof a Definitive Registered Note pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Definitive Registered Notes of authorized denominationsdenominations in the form of one or more Definitive Registered Notes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to 2.01 shall be transferred in whole to the beneficial owners thereof in an aggregate principal amount equal to the principal amount form of Definitive Registered Notes only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the U.S. Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so transferable, registrable and exchangeable, (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause delivered through DTC following an Event of Default under this Indenture or (iv) the issuance of such Definitive Registered Notes under this Indentureis necessary in order for a Holder or beneficial owner to present its Note or Notes to a Paying Agent in order to avoid any Tax that is imposed on or with respect to a payment made to such Holder or beneficial owner. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.01(b). (b) Any Global Note that is transferable to the beneficial owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest accordance with Section 2.03. Such Definitive Registered Notes shall bear the applicable legends set forth in Exhibit A-1, in the Global Note shallcase of the Class A Notes, except Exhibit A-2, in the case of the Class B Notes, or Exhibit A-3, in the case of the Backstop Notes, each as otherwise provided by Section 2.6(e), bear the Restricted Notes Legendattached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The U.S. Trustee shall promptly exchange a Global Note deposited with the Depositary or with The Bank of New York Mellon Trust CompanyCitibank, N.A., as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, if (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the IssuerRegistrar has received a request from the Depositary or (iii) the Company, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee Trustees in writing that it elects to cause the issuance of Definitive Registered Notes under this the Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 shall be surrendered by the Depositary to the U.S. Trustee, to be so transferred, in whole or from time to time in part, without charge, and the U.S. Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 shall be executed, authenticated and delivered only in denominations of $200,000 2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e), bear the Restricted Notes Legend. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i), (ii) or (iiiii), the Issuer Company shall promptly make available to the U.S. Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to 2.01 shall be transferred in whole to the beneficial owners thereof in an aggregate principal amount equal to the principal amount form of Definitive Registered Notes only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.01(a). (b) Any Global Note that is transferable to the beneficial owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes may be issued (i) if the applicable Pricing Supplement so provides, upon initial issuance outside the United States in reliance on Regulation S or within the United States in reliance on Rule 144A or (ii) in the circumstances set forth in Section 5.2 hereof. Unless otherwise set forth in the applicable Pricing Supplement, such Definitive Registered Notes shall be issued only in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (or the equivalent thereof in the applicable Specified Currency). In the case of an initial issuance of Notes outside the United States in reliance on Regulation S or within the United States in reliance on Rule 144A, the Fiscal Agent or its duly authorized agent shall deliver each Definitive Registered Note, executed and authenticated as provided herein, to the Company, which will then deliver such Definitive Registered Note to the applicable Dealer or its designee, or, in the case of a sale pursuant to an agreement with a syndicate of Dealers, to the lead manager thereof or its designee, for the benefit of the purchaser of such Note against delivery by such Dealer of a receipt therefor or, if so instructed and, upon confirmation from the Company that proper payment by the purchaser has been made, deliver the Notes directly to the Company or its designee for the benefit of the purchaser of such Notes against delivery of a receipt therefor. Notwithstanding the foregoing, if the Fiscal Agent is so instructed otherwise by the Company, delivery of the Notes may be made before actual receipt of payment in accordance with the custom prevailing in the market. Upon the issuance of any Definitive Registered Note, the applicable Registrar shall record the person who is designated by the Dealer, the lead manager or the Company, as the case may be, as the registered Holder of such Definitive Registered Note. If at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Registered Notes, and the Company shall not have appointed a successor Depositary within 90 days after the Company receives notice or becomes aware of such ineligibility, the Company shall issue Definitive Registered Notes in exchange for the Global Registered Notes. Upon the occurrence of any of the events set forth in the preceding sentence, the Company shall execute, and, upon receipt of instructions from an Authorized Representative of the Company, the Fiscal Agent shall complete and authenticate or cause to be transferred to the beneficial owners thereof completed and authenticated, Definitive Registered Notes, in authorized denominations, in an aggregate principal amount equal to the principal amount of such the Global Note, Registered Notes in exchange for such Global Note, if (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessation, or (ii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Registered Notes under this Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 shall be executed, authenticated and delivered only in denominations of $200,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e), bear the Restricted Notes Legend. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii), the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 2.01 shall be transferred in whole to the Beneficial Owners thereof in the form of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.01(a). (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to 2.01 shall be transferred in whole to the beneficial owners thereof in an aggregate principal amount equal to the principal amount form of Definitive Registered Notes only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 11.01(a). (b) Any Global Note that is transferable to the beneficial owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to 2.01 shall be transferred in whole to the beneficial owners thereof in an aggregate principal amount equal to the principal amount form of Definitive Registered Notes only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.02(a). (b) Any Global Note that is transferable to the beneficial owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A.Depositary, as Custodian the case may be, or other custodian for the Depositary pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to 2.01 shall be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount form of Definitive Registered Notes only if such Global Notetransfer complies with Section 2.06 and one of the following events has occurred (each, in exchange for such Global Note, if a “Definitive Registered Note Event”): (i) the each Depositary notifies the Issuer that it is unwilling or unable to continue act as a Depositary clearing system for such Global Note Note, or if at any time the each Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, and a successor depositary is not appointed by the Issuer within 90 120 days of such notice or after such cessation, or notice; (ii) the Issuer, in its sole discretion and subject to the procedures each Depositary so requests following an Event of the Depositary, notifies the Trustee Default; or (iii) a Holder or beneficial owner requests such an exchange in writing that it elects to cause the issuance delivered through a Depositary following an Event of Definitive Registered Notes under this IndentureDefault. (b) Any Global Note that is transferable to the beneficial owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a InterXion Holding N.V. Indenture Page 42 Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in denominations of $200,000 €50,000 and any integral multiples multiple of $€1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of the Depositary or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes shall be payable, and the transfer of the Definitive Registered Notes shall be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Section 2.06(k). (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons. (d) In the event that Definitive Registered Notes are not issued to each owner of beneficial interests in Global Notes in accordance with subsection (a) above promptly after a Definitive Registered Note Event, the Issuer explicitly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.06 or 6.07 hereof, the right of any beneficial owner in any Global Note to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Definitive Registered Notes had been issued.

Definitive Registered Notes. (ai) The Trustee When Definitive Registered Notes are presented to the Registrar or a co-registrar with a request from the Holder of such Definitive Registered Notes to register a transfer, the Registrar shall promptly register the transfer as requested, subject to the provisions of any restrictive legend on the face of such Note. Every Definitive Registered Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a Global Note deposited with written instrument of transfer in form satisfactory to the Depositary Company and the Registrar, duly executed by the Holder thereof or with The Bank his attorneys duly authorized in writing. At the option of New York Mellon Trust Companythe Holder, N.A.Definitive Registered Notes may be exchanged for other Definitive Registered Notes in denominations of $1,000 principal amount at maturity and integral multiples thereof evidencing an equivalent aggregate principal amount at maturity, as Custodian pursuant to Section 2.1 upon surrender of this Indenture for the Definitive Registered Notes to be transferred to exchanged at the beneficial owners thereof in an aggregate principal amount equal to the principal amount of such Global Note, in exchange office or agency maintained for such Global Note, if purpose pursuant to Section 2.3. (iii) the Depositary If at any time DTC notifies the Issuer Trustee that it is unwilling or unable to continue as a depositary for the holders of beneficial interests in the Global Notes or the Company or the Trustee becomes aware that the Book-Entry Depositary for such Global Note or if at any time the Depositary ceases has ceased to be a “clearing agency” agency registered under the Exchange Act andAct, in each case, the Company shall appoint a successor depositary is within 120 days thereafter and give notice of such appointment to the Book-Entry Depositary and the Trustee within five Business Days of such appointment. If a successor depositary for the holders of beneficial interests in Global Notes has not been appointed by within 120 days after the Issuer within 90 days of Company or the Trustee receives such notice or after becomes aware of such cessationineligibility, or (ii) the IssuerCompany shall execute, in its sole discretion and subject to the procedures Trustee, upon receipt of an Officers' Certificate for the Depositary, notifies the Trustee in writing that it elects to cause the issuance authentication and delivery of Definitive Registered Notes under this Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 shall be surrendered by the Depositary to the TrusteeNotes, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Notein accordance with instructions supplied by the Company, Definitive Registered Notes, in any authorized denominations, in an equal aggregate principal amount at maturity equal to the principal amount at maturity evidenced by the Global Notes, in exchange for the Global Notes. The Company shall reimburse the Registrar, the Book-Entry Depositary and the Trustee for expenses they incur in documenting such exchanges and issuances of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 shall be executed, authenticated and delivered only in denominations of $200,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e), bear the Restricted Notes Legend. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii), the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.

Definitive Registered Notes. (a) The U.S. Trustee shall promptly exchange a Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A.Mellon, as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, if (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not appointed by the Issuer Company within 90 days of such notice or after the Company becomes aware of such cessation, or (ii) an Event of Default has occurred and is continuing and the IssuerRegistrar has received a request from the Depositary or (iii) the Company, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee Trustees in writing that it elects to cause the issuance of Definitive Registered Notes under this Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 shall be surrendered by the Depositary to the U.S. Trustee, to be so transferred, in whole or from time to time in part, without charge, and the U.S. Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 shall be executed, authenticated and delivered only in denominations of $200,000 2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e), bear the Restricted Notes Legend. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i), (ii) or (iiiii), the Issuer Company shall promptly make available to the U.S. Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to Exhibit A shall be transferred to the beneficial owners thereof in the form of Definitive Registered Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Exhibit A and (i) the Depositary notifies the Issuer Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, and a successor depositary is not appointed by the Issuer Issuers within 90 120 days of such notice or after the Issuers become aware of such cessation, or (ii) if the Issuer, owner of a book-entry interest in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee such Global Note requests such exchange in writing that it elects to cause delivered through the issuance Depositary or the Issuers following an Event of Definitive Registered Notes Default and enforcement action is being taken in respect thereof under this Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee or an Authentication Agent shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 2.4 shall be executed, authenticated and delivered only in minimum denominations of €100,000 and in integral multiples of €1,000 in excess thereof, in respect of the Euro Notes, and $200,000 2,000 and in integral multiples of $1,000 in excess thereof thereof, in respect of the Dollar Notes, and registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e2.3(e), of this Exhibit A, bear the Restricted Notes Private Placement Legend. (c) Subject to the provisions of Section 2.7(b2.4(b) aboveof this Exhibit A, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i2.4(a)(i) or (ii)) of this Exhibit A, the Issuer shall Issuers will promptly make available to the Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons. #94579868v11 [THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IT IS ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH SECURITIES, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL SECURITIES AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF SUCH SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF SECURITIES SOLD TO NON-U.S. PERSONS IN ACCORDANCE WITH REGULATION S: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS SECURITY AND THE DATE ON WHICH SUCH SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S] ONLY (A) TO THE ISSUERS, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER 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 IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY #94579868v8 #94579868v11 REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE 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]1 1 Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture. #94579868v11 [THIS GLOBAL NOTE IS HELD BY THE DOLLAR NOTE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION ‎2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION ‎2.07 OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION ‎2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DOLLAR NOTE DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DOLLAR NOTE DEPOSITARY TO A NOMINEE OF THE DOLLAR NOTE DEPOSITARY OR BY A NOMINEE OF THE DOLLAR NOTE DEPOSITARY TO THE DOLLAR NOTE DEPOSITARY OR ANOTHER NOMINEE OF THE DOLLAR NOTE DEPOSITARY OR BY THE DOLLAR NOTE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DOLLAR NOTE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DOLLAR NOTE DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) (“DTC”) TO THE ISSUERS OR THEIR 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.] 2 [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS SECURITY WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(C) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY RELATING TO THE SECURITY BY CONTACTING THE ISSUERS AT ▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇) CORP., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.]▇ 2 Insert the Dollar Global Note Legend, if applicable pursuant to the provisions of the Indenture.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 ‎‎‎2.01 shall be transferred in whole to the Beneficial Owners thereof in the form of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of ‎‎‎Section 12.02(a). (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 ‎‎‎2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 ‎‎‎Section 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e), accordance with ‎‎‎Section 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary a custodian or with The Bank of New York Mellon Trust Company, N.A., as Custodian common depositary for a Clearing System pursuant to Section 2.1 2.01 shall be transferred in whole to the Beneficial Owners thereof in the form of this Indenture for Definitive Registered Notes to be transferred only if such transfer complies with Section 2.06 and (i)(1) with respect to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of such Global NoteUSD Notes, in exchange for such Global Note, if DTC (ix) the Depositary notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary (y) DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andand (2) with respect to the Euro Notes, Euroclear or Clearstream notifies us that it is unwilling or unable to continue as depositary for the Global Notes, and in each case, case a successor depositary is not appointed by the Issuer within 90 120 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause delivered through the issuance relevant Clearing System following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.01(a). (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian or common depositary for the relevant Clearing System, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of the relevant Notes of Applicable Denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in denominations of $200,000 and integral multiples of $1,000 registered form in excess thereof the minimum Applicable Denominations and registered in such names as the Depositary shall relevant Clearing System may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of the relevant Clearing System or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 2.01 shall be transferred in whole to the Beneficial Owners thereof in the form of this Indenture for Definitive Registered Notes to be transferred to the beneficial owners thereof in an aggregate principal amount equal to the principal amount of only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 12.02(a). (b) Any Global Note that is transferable to the beneficial owners Beneficial Owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A-1 or Exhibit A-2 attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to will be transferred to issued in exchange for the beneficial owners Global Note as directed by the Holder thereof in (i) if an aggregate principal amount equal to Event of Default occurs, upon the principal amount written request of the Holder of such Global NoteNote or, in exchange for such Global Note, (ii) if (i) the Depositary notifies the Issuer Company that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act Depositary, and, in each case, a successor depositary is not appointed by in accordance with the Issuer within 90 days provisions of Section 2.12. In any such notice or after such cessation, or event, (iii) the IssuerCompany shall execute, in its sole discretion and subject to the procedures Trustee, upon receipt of an Officers' Certificate for the Depositary, notifies the Trustee in writing that it elects to cause the issuance authentication and delivery of Definitive Registered Notes under this Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 shall be surrendered by the Depositary to the TrusteeNotes, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion without service charge, to the Persons specified by the Holder of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 shall be executed, authenticated and delivered only in denominations of each evidencing $200,000 and 1,000 principal amount at maturity or integral multiples of $1,000 in excess thereof and registered in such names as such Holder shall instruct the Depositary Trustee evidencing an aggregate principal amount at maturity equal to and in exchange for such Global Note held by such ▇▇▇▇▇▇; and (ii) if the principal amount at maturity evidenced by the surrendered Global Note is greater than the aggregate principal amount at maturity evidenced by all the Definitive Registered Notes authenticated and delivered pursuant to clause (i) above, the Registrar shall directadjust the register relating to such Global Note to decrease the principal amount at maturity evidenced by such Global Note by an amount equal to the aggregate principal amount at maturity evidenced by all such Definitive Registered Notes. Upon the exchange of such Global Note for Definitive Registered Notes evidencing an aggregate principal amount of Indebtedness at maturity equal to that of such Global Note, such Global Note shall be canceled by the Trustee. The Company shall reimburse the Registrar and the Trustee for expenses they incur in documenting such exchanges and issuances of Definitive Registered Notes. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note Notes pursuant to paragraph (b) of this Section 2.10 shall, except as otherwise provided by paragraph (c) of Section 2.6(e)2.12, bear the Restricted legend regarding transfer restrictions applicable to a Definitive Registered Note set forth in Exhibit A-2. All Definitive Registered Notes Legend. (c) Subject issued upon any exchange of beneficial interests in the Global Note shall be valid obligations of the Company, evidencing the same debt, and entitled to the provisions same benefits under this Indenture, as the Securities evidenced by such Global Note surrendered upon such exchange. When a Definitive Registered Note, if any, is presented to the Registrar with a request from the Holder of Section 2.7(b) abovesuch Definitive Registered Note to register a transfer, the registered Registrar shall register the transfer as requested. Every Definitive Registered Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. At the option of the Holder, a Definitive Registered Note may be exchanged for another Definitive Registered Note in denominations of $1,000 principal amount at maturity and integral multiples thereof evidencing an equivalent aggregate principal amount at maturity, upon surrender of the Definitive Registered Note to be exchanged at the office or agency maintained for such purpose pursuant to Section 2.03. To permit registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Definitive Registered Notes evidencing such transfer or exchange at the Registrar's request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a Global Note may grant proxies and otherwise authorize any Personsum sufficient to pay all taxes, including Agent Members and Persons assessments or other governmental charges that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture be imposed in connection with the transfer or the Notes. (d) In the event exchange of the occurrence Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership). The Registrar shall not be required to exchange or register a transfer of any Definitive Registered Note for a period of 15 days immediately preceding the events specified in Section 2.7(a)(i) or (ii), the Issuer shall promptly make available to the Trustee a reasonable supply first mailing of notice of redemption of Definitive Registered Notes to be redeemed or of any Definitive Registered Note selected, called or being called for redemption except, in fully registered form without interest couponsthe case of any Definitive Registered Note where public notice has been given that such Definitive Registered Note is to be redeemed in part, the portion thereof not to be redeemed.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to Exhibit A-1 shall be transferred to the beneficial owners thereof in the form of Definitive Registered Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 of this Exhibit A-1 and (i) the Depositary Euroclear and/or Clearstream notifies the Issuer that it is unwilling or unable to continue as a Depositary depositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, and a successor depositary is not appointed by the Issuer within 90 120 days of such notice or after the Issuer becomes aware of such cessation, or (ii) if the Issuer, owner of a book-entry interest in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee such Global Note requests such exchange in writing that it elects to cause delivered through Euroclear and/or Clearstream or the issuance Issuer following an Event of Definitive Registered Notes Default and enforcement action is being taken in respect thereof under this the Indenture. (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 2.4 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee or an Authenticating Agent shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 2.4 shall be executed, authenticated and delivered only in minimum denominations of $200,000 €100,000 principal amount and integral multiples of $€1,000 in excess thereof and thereof, registered in such names as the Depositary shall direct. Any certificated Note in the form of a Definitive Registered Note delivered in exchange for an interest in the Global Note shall, except as otherwise provided by Section 2.6(e2.3(e), of this Exhibit A-1, bear the Restricted Notes Legend. (c) Subject to the provisions of Section 2.7(b2.4(b) aboveof this Exhibit A-1, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this the Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i2.4(a)(i) or (ii)) of this Exhibit A-1, the Issuer shall will promptly make available to the Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest coupons.. 7 1⁄8% Senior Notes due 2020 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIETE ANONYME (“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF EUROCLEAR OR CLEARSTREAM 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 NOTES INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US 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, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE ‘‘RESALE RESTRICTION TERMINATION DATE’’) WHICH 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 DATE ON WHICH THIS SECURITY WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF THE REGULATION S)] 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 THIS SECURITY) ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH 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 (‘‘RULE 144A’’), TO A PERSON IT, OR ANY PERSON ACTING ON ITS BEHALF, REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON OTHER THAN A U.S. PERSONS (AS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT (‘‘REGULATION S’’)) AND THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS 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. [Each Definitive Registered Note shall bear the following additional legend:] 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. [Each Regulation S Temporary Global Note shall bear the following additional legend] THIS GLOBAL NOTE IS A TEMPORARY REGULATION S GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, DELIVERED OR EXCHANGED FOR AN INTEREST IN A PERMANENT GLOBAL NOTE OR OTHER NOTE EXCEPT UPON DELIVERY OF THE CERTIFICATIONS SPECIFIED IN THE INDENTURE. [To the extent that the Notes are issued with original issue discount for U.S. federal income tax purposes, each Note shall bear the following additional legend] THIS [NOTE] HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (‘‘OID’’) FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS [NOTE] MAY BE OBTAINED BY CONTACTING [TITLE OR NAME OF PERSON], [ADDRESS OF PERSON], TELEPHONE [TELEPHONE # OF PERSON]. Common Code. Reg S/144A ISIN Reg S/144A1 7 1⁄8% Senior Notes due 2020 No. € Klöckner Pentaplast of America, Inc., a corporation incorporated under the laws of the Delaware, promises to pay to or its registered assigns the principal sum of € subject to adjustments listed on the Schedule of Increases or Decreases in the Global Note attached hereto, on November 1, 2020. Interest Payment Dates: May 1, and November 1 of each year, commencing November 1, 2015. Record Dates: April 15 and October 15 of each year. Additional provisions of this Note are set forth on the other side of this Note. 1 144A common code and ISIN is 122258629 and XS1222586296, respectively. Reg. S Temporary common code and ISIN is 122258432 and XS1222584325, respectively. Reg. S Permanent common code and ISIN is 122258432 and XS1222584325, respectively. Dated: Klöckner Pentaplast of America, Inc., as Issuer By Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: Deutsche Bank Luxembourg S.A., UK Branch, not in its individual capacity but solely as Authenticating Agent duly appointed by Deutsche Trustee Company Limited, as Trustee By: Authorized Signatory By: Authorized Signatory 7 1⁄8% Senior Notes due 2020

Definitive Registered Notes. (a) The Trustee shall promptly exchange a Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to shall be transferred to in registered form and shall be issued in the beneficial owners thereof respective form or substantially in an aggregate principal amount equal to the principal amount respective form set out in Part 2 of such Schedule 2, shall be serially numbered, shall be endorsed with a legend in the same form mutatis mutandis as that set out on the Rule 144A Global Note, Note (in the case of those issued in exchange for such the Rule 144A Global Note) and a Form of Transfer and, if listed or quoted, shall be security printed in accordance with the requirements (iif any) from time to time of the Depositary notifies relevant Stock Exchange and the Issuer that it is unwilling Conditions may be incorporated by reference into such Definitive Registered Notes unless not permitted by the relevant Stock Exchange (if any), or unable to continue as a Depositary for such Global Note the Definitive Registered Notes shall be endorsed with or if at any time have attached thereto the Depositary ceases to be a “clearing agency” registered under the Exchange Act Conditions, and, in each either such case, a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessation, or (ii) the Issuer, in its sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Registered Notes under this Indentureshall have endorsed thereon or attached thereto a copy of the applicable Final Terms (or the relevant provisions thereof). (b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.7 shall be surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of The Definitive Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.7 shall be executed, signed manually or in facsimile by an Authorised Signatory on behalf of the Issuer and shall be authenticated and delivered only in denominations by or on behalf of $200,000 and integral multiples of $1,000 in excess thereof and registered in such names the Registrar or the Authentication Agent (as the Depositary shall directapplicable). Any certificated Note in the form of a The Definitive Registered Note delivered in exchange for an interest in Notes so executed and authenticated shall be binding and valid obligations of the Global Note shall, except as otherwise provided by Section 2.6(e), bear the Restricted Notes LegendIssuer. (c) Subject If the Issuer becomes obliged to issue, or procure the provisions of Section 2.7(b) aboveissue of, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, Definitive Registered Notes but fails to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event do so within 30 days of the occurrence of the relevant event described in the Global Note, then the Issuer shall indemnify the Trustee, the registered holder of the Global Note and the relevant Noteholders in respect of the relevant Notes and keep them indemnified against any loss or damage incurred by any of them if the events specified amount received by the Trustee, the registered holders of the relevant Global Note or the relevant Noteholders in Section 2.7(a)(i) or (ii)respect of the Notes is less than the amount that would have been received had the Definitive Registered Notes been issued. If, and for so long as, the Issuer discharges its obligations under this indemnity, the breach by the Issuer of the provisions contained in the relevant Global Notes shall promptly make available to the Trustee a reasonable supply of Definitive Registered Notes in fully registered form without interest couponsbe deemed void ab initio.

Definitive Registered Notes. (a) The Trustee shall promptly exchange a A Global Note deposited with the Depositary or with The Bank of New York Mellon Trust Company, N.A., as Custodian a custodian for DTC pursuant to Section 2.1 of this Indenture for Definitive Registered Notes to 2.01 shall be transferred in whole to the beneficial owners thereof in an aggregate principal amount equal to the principal amount form of Definitive Registered Notes only if such Global Note, in exchange for such Global Note, if transfer complies with Section 2.06 and (i) the Depositary DTC notifies the Issuer that it is unwilling or unable to continue to act as a Depositary depositary for such Global Note or if at any time the Depositary DTC ceases to be registered as a “clearing agency” registered agency under the U.S. Exchange Act andAct, and in each case, case a successor depositary is not appointed by the Issuer within 90 days of such notice or after such cessationnotice, or (ii) the Issuer, in at its sole discretion option, executes and subject delivers to the procedures Trustee an Officer’s Certificate stating that such Global Note shall be so exchangeable or (iii) the owner of the Depositary, notifies the Trustee a Book-Entry Interest requests such an exchange in writing that it elects to cause the issuance delivered through DTC following an Event of Definitive Registered Notes Default under this Indenture. Notice of any such transfer shall be given by the Issuer in accordance with the provisions of Section 11.01(a). (b) Any Global Note that is transferable to the beneficial owners thereof in the form of Definitive Registered Notes pursuant to this Section 2.7 2.10 shall be surrendered by the Depositary custodian for DTC, to the TrusteeTransfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall itself or via the authenticating agent authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount at maturity of Notes of authorized denominations in the form of Definitive Registered Notes of authorized denominationsNotes. Any portion of a Global Note transferred or exchanged pursuant to this Section 2.7 2.10 shall be executed, authenticated and delivered only in registered form in minimum denominations of $200,000 2,000 and any integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall DTC may direct. Any certificated Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the form name of DTC or its nominee. In the event that a Global Note becomes exchangeable for Definitive Registered Note delivered Notes, payment of principal, premium, if any, and interest on the Definitive Registered Notes will be payable, and the transfer of the Definitive Registered Notes will be registrable, at the office or agency of the Issuer maintained for such purposes in exchange for an interest in the Global Note shall, except as otherwise provided by accordance with Section 2.6(e), 2.03. Such Definitive Registered Notes shall bear the Restricted Notes Legendapplicable legends set forth in Exhibit A attached hereto. (c) Subject to the provisions of Section 2.7(b) above, the registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of any of the events specified in Section 2.7(a)(i) or (ii2.10(a), the Issuer shall promptly make available to the Trustee and the authenticating agent a reasonable supply of Definitive Registered Notes in definitive, fully registered form without interest coupons.