Common use of ERISA Legend Clause in Contracts

ERISA Legend. Each Global Note and each Definitive Note shall bear a legend in substantially the following form: “THE ACQUIRER ALSO REPRESENTS THAT EITHER (I) NO PORTION OF THE ASSETS USED BY IT TO ACQUIRE AND HOLD THIS NOTE (OR ANY INTEREST HEREIN) CONSTITUTES ASSETS OF A PLAN (WHICH TERM INCLUDES (A) EMPLOYEE BENEFIT PLANS THAT ARE SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANS, INDIVIDUAL RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE CODE OR TO PROVISIONS UNDER APPLICABLE STATE, FEDERAL, LOCAL OR NON-US LAWS OR REGULATIONS SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”) AND (C) ENTITIES WHOSE UNDERLYING ASSETS ARE CONSIDERED “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAW)) OR (II) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE SIMILAR LAW.”

ERISA Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a the legend in substantially the following form: “BY ITS ACQUISITION OF THIS NOTE, THE ACQUIRER ALSO REPRESENTS HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (IA) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND AND/OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) HEREIN CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (AI) ANY EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (BII) PLANSPLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”), OR (III) AND (C) ENTITIES WHOSE ENTITY THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT, OR (IIB) THE ACQUISITION AND AND/OR HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) HEREIN BY SUCH HOLDER WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY, THE ACQUIRER ALSO REPRESENTS HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I1) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) SECURITY CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) AN EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSOF A PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT, OR (II2) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) SECURITY WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “THE ACQUIRER ALSO REPRESENTS BY ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, EACH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (IA) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) HEREIN CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A1) ANY “EMPLOYEE BENEFIT PLANS THAT ARE SUBJECT TO TITLE I PLAN” (WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (B2) PLANSA PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR TO PROVISIONS UNDER APPLICABLE ANY U.S. or NON-U.S. FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US LAWS OTHER LAWS, RULES OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWLAWS”), OR (3) AND (C) ENTITIES AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED “PLAN ASSETS” TO INCLUDE THE ASSETS OF ANY OF THE FOREGOING DESCRIBED IN CLAUSE (AS DEFINED IN SECTION 3(421) OF ERISA OR ANY APPLICABLE SIMILAR LAWAND (2)) , OR (IIB) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) HEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE CODE, OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “THE ACQUIRER ALSO REPRESENTS BY ACCEPTANCE OF THIS NOTE (OR AN EXCHANGE NOTE) OR ANY INTEREST HEREIN, EACH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (IA) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (OR AN EXCHANGE NOTE OR ANY INTEREST HEREIN) HEREIN CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) ANY EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSA PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US LAWS U.S. OR OTHER LAWS, RULES OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT OR (IIB) THE ACQUISITION AND HOLDING OF THIS NOTE (OR AN EXCHANGE NOTE OR ANY INTEREST HEREINHEREIN (AND THE EXCHANGE OF THIS NOTE FOR AN EXCHANGE NOTE) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE CODE, OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each All Global Note Notes and each Definitive Note Notes issued under this Indenture shall bear a legend in substantially the following form: “THE ACQUIRER ALSO REPRESENTS BY ITS ACCEPTANCE OF A NOTE OR ANY INTEREST THEREIN, EACH PURCHASER AND SUBSEQUENT TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY IT SUCH PURCHASER OR TRANSFEREE TO ACQUIRE AND OR HOLD THIS NOTE THE NOTES (OR ANY AN INTEREST HEREINTHEREIN) CONSTITUTES ASSETS OF A PLAN (WHICH TERM INCLUDES (A) ANY EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANS, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS PLAN OR ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“SECTION 4975”), OR PLAN SUBJECT TO PROVISIONS UNDER APPLICABLE ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE, FEDERAL, LOCAL OR NON-US U.S. LAWS OR REGULATIONS SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES WHOSE ), OR ENTITY THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA UNDER ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS NOTE THE NOTES (OR ANY INTEREST HEREINTHEREIN) BY SUCH PURCHASER OR TRANSFEREE DOES NOT CONSTITUTE AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY PROVISIONS OF ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note shall will bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS NOTE, THE ACQUIRER ALSO REPRESENTS HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I1) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) AN EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSOF A PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT, OR (II2) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “THE ACQUIRER ALSO REPRESENTS BY ACCEPTANCE OF A NOTE (OR AN EXCHANGE NOTE), EACH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (IA) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (THE NOTES OR ANY INTEREST HEREIN) THE EXCHANGE NOTES CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) ANY EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSA PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US LAWS U.S. OR OTHER LAWS, RULES OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT OR (IIB) THE ACQUISITION PURCHASE AND HOLDING OF THIS NOTE THE NOTES OR THE EXCHANGE NOTES (OR ANY INTEREST HEREINAND THE EXCHANGE OF NOTES FOR EXCHANGE NOTES) BY SUCH HOLDER WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note issued or exchanged under this Indenture shall bear a legend in substantially the following form: “THE ACQUIRER ALSO REPRESENTS BY ACCEPTANCE OF A NOTE (OR AN EXCHANGE NOTE), EACH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (IA) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (THE NOTES OR ANY INTEREST HEREIN) THE EXCHANGE NOTES CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) ANY EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSA PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT OR (IIB) THE ACQUISITION PURCHASE AND HOLDING OF THIS NOTE THE NOTES OR THE EXCHANGE NOTES (OR ANY INTEREST HEREINAND THE EXCHANGE OF NOTES FOR EXCHANGE NOTES) BY SUCH HOLDER WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and Security, each Definitive Note Security issued in exchange for a beneficial interest in a Global Security (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form: “THE BY ACCEPTANCE OF THIS NOTE, EACH ACQUIRER ALSO REPRESENTS AND SUBSEQUENT TRANSFEREE OF A NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (IA) NO PORTION OF THE ASSETS USED BY IT SUCH ACQUIRER OR TRANSFEREE TO ACQUIRE AND HOLD THIS THE NOTE (OR ANY INTEREST HEREIN) CONSTITUTES ASSETS OF A PLAN (WHICH TERM INCLUDES (A) ANY EMPLOYEE BENEFIT PLANS THAT ARE PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“‘‘ERISA”’’), (B) PLANSANY PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ‘‘CODE’’), OR TO PROVISIONS UNDER APPLICABLE ANY FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US UNITED STATES OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE PROVISIONS OF ERISA OR THE CODE (“COLLECTIVELY, ‘‘SIMILAR LAW”) AND (C) ENTITIES LAWS’’), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED “TO INCLUDE ‘‘PLAN ASSETS” ’’ OF SUCH PLAN, ACCOUNT AND ARRANGEMENT (AS DEFINED IN SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAW)EACH, A ‘‘PLAN’’) OR (IIB) THE ACQUISITION AND HOLDING OF THIS THE NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A ANY SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note, whether or not an Exchange Note, Restricted Global Note and each Definitive Note or Unrestricted Global Note, shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY, THE ACQUIRER ALSO REPRESENTS HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I1) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) SECURITY CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) AN 41 EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSOF A PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE’) OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“‘SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT, OR (II2) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) SECURITY WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY THE ACQUIRER ALSO REPRESENTS HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) SECURITY CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) AN EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSOF A PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE Table of Contents CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT, OR (II) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) SECURITY WILL NOT CONSTITUTE OR RESULT IN GIVE RISE TO A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note shall will bear a legend in substantially the following form: “BY ITS ACQUISITION OR ACCEPTANCE HEREOF OR ANY INTEREST HEREIN, THE ACQUIRER ALSO HOLDER HEREOF OR OF SUCH INTEREST REPRESENTS THAT EITHER (A) NO ASSETS OF (I) NO PORTION OF THE ASSETS USED BY IT TO ACQUIRE AND HOLD THIS NOTE (OR ANY INTEREST HEREIN) CONSTITUTES ASSETS OF A PLAN (WHICH TERM INCLUDES (A) AN EMPLOYEE BENEFIT PLANS THAT ARE PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (BII) PLANS, INDIVIDUAL RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT ARE SUBJECT TO A PLAN DESCRIBED IN SECTION 4975 4975(E)(I) OF THE INTERNAL REVENUE CODE OR TO PROVISIONS UNDER APPLICABLE STATEOF 1986, FEDERALAS AMENDED (THE “CODE”), LOCAL OR NON-US LAWS OR REGULATIONS SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”III) AND (C) ENTITIES AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED “DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAW)) PLAN, OR (IIIV) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER U.S., GOVERNMENTAL OR CHURCH PLAN THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL, OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY APPLICABLE (“SIMILAR LAW”), HAVE BEEN USED TO PURCHASE THIS SECURITY OR ANY INTEREST HEREIN, OR (B) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN BY THE HOLDER ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR ANY PROVISION OF SIMILAR LAW, AS APPLICABLE, PURSUANT TO ONE OR MORE STATUTORY OR ADMINISTRATIVE EXEMPTIONS.”

ERISA Legend. Each Global Note and each Definitive Note shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY, THE ACQUIRER ALSO REPRESENTS HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I1) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) SECURITY CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) AN EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSOF A PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT, OR (II2) THE ACQUISITION ACQUISITION, HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS NOTE (OR ANY INTEREST HEREIN) SECURITY WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY, THE ACQUIRER ALSO REPRESENTS HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I1) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) SECURITY CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) AN EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSOF A PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT, OR (II2) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) SECURITY WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note Security and each Definitive Note Security issued in exchange for a beneficial interest in a Global Security (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form: “THE BY ACCEPTANCE OF THIS NOTE, EACH ACQUIRER ALSO REPRESENTS AND SUBSEQUENT TRANSFEREE OF A NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (IA) NO PORTION OF THE ASSETS USED BY IT SUCH ACQUIRER OR TRANSFEREE TO ACQUIRE AND HOLD THIS THE NOTE (OR ANY INTEREST HEREIN) CONSTITUTES ASSETS OF A PLAN (WHICH TERM INCLUDES (A) ANY EMPLOYEE BENEFIT PLANS THAT ARE PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“‘‘ERISA”’’), (B) PLANSANY PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE ‘‘CODE’’), OR TO PROVISIONS UNDER APPLICABLE ANY FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US UNITED STATES OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE PROVISIONS OF ERISA OR THE CODE (“COLLECTIVELY, ‘‘SIMILAR LAW”) AND (C) ENTITIES LAWS’’), OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED “TO INCLUDE ‘‘PLAN ASSETS” ’’ OF SUCH PLAN, ACCOUNT AND ARRANGEMENT (AS DEFINED IN SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAW)EACH, A ‘‘PLAN’’) OR (IIB) THE ACQUISITION AND HOLDING OF THIS THE NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A ANY SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS NOTE, THE ACQUIRER ALSO REPRESENTS HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I1) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) AN EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSOF A PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL NON U.S. OR NON-US OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT, OR (II2) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”

ERISA Legend. Each Global Note and each Definitive Note The Notes shall bear a legend substantially in substantially the following form: “BY ACQUIRING THIS NOTE OR ANY INTEREST THEREIN, EACH HOLDER AND EACH TRANSFEREE IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT AT THE ACQUIRER ALSO REPRESENTS TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST THEREIN (1) EITHER (IA) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER OR TRANSFEREE TO ACQUIRE AND OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) THE NOTES CONSTITUTES ASSETS OF A PLAN (WHICH TERM INCLUDES (A) AN EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANS, INDIVIDUAL RETIREMENT ACCOUNTS AND OF ANY PLAN OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT, OR (IIB) (I) THE ACQUISITION AND HOLDING OF THIS NOTE (THE NOTES BY SUCH HOLDER OR ANY INTEREST HEREIN) TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS, (II) NONE OF THE ISSUER, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES HAS UNDERTAKEN OR WILL UNDERTAKE TO PROVIDE IMPARTIAL INVESTMENT ADVICE OR HAS GIVEN OR WILL GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION WITH THE NOTES AND THE TRANSACTIONS CONTEMPLATED WITH RESPECT TO THE NOTES; AND (III) THE DECISION TO PURCHASE THE NOTES HAS BEEN MADE BY A DULY AUTHORIZED FIDUCIARY WHO IS INDEPENDENT OF THE ISSUER, THE INITIAL PURCHASERS AND THEIR AFFILIATES.”

ERISA Legend. Each Global Note and each Definitive Note shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY, THE ACQUIRER ALSO REPRESENTS HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I1) NO PORTION OF THE ASSETS USED BY IT SUCH HOLDER TO ACQUIRE AND OR HOLD THIS NOTE (OR ANY INTEREST HEREIN) SECURITY CONSTITUTES THE ASSETS OF A PLAN (WHICH TERM INCLUDES (A) AN EMPLOYEE BENEFIT PLANS PLAN THAT ARE IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLANSOF A PLAN, INDIVIDUAL RETIREMENT ACCOUNTS AND ACCOUNT 47 OR OTHER ARRANGEMENTS ARRANGEMENT THAT ARE IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR TO PROVISIONS UNDER APPLICABLE ANY OTHER FEDERAL, STATE, FEDERALLOCAL, LOCAL OR NON-US U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWLAWS”) AND (C) ENTITIES ), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA ANY SUCH PLAN, ACCOUNT OR ANY APPLICABLE SIMILAR LAW)) ARRANGEMENT, OR (II2) THE ACQUISITION AND HOLDING OF THIS NOTE (OR ANY INTEREST HEREIN) SECURITY WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION OF UNDER ANY APPLICABLE SIMILAR LAWLAWS.”