Common use of ERISA Legend Clause in Contracts

ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall bear a legend in substantially the following form: BY ITS ACQUISITION OF THIS SECURITY (INCLUDING ANY INTEREST HEREIN), THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall bear a legend in substantially the following form: BY ITS ACQUISITION OF THIS SECURITY (INCLUDING ANY INTEREST HEREIN)NOTE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (1) EITHER (1A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY NOTE (OR ANY INTEREST IN THIS NOTE) CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION ACQUISITION, HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS SECURITY NOTE (OR ANY INTEREST IN THIS NOTE) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWSLAWS AND (2) IF THE HOLDER IS AN ERISA PLAN (A) NONE OF THE TRANSACTION PARTIES OR OTHER PERSONS THAT PROVIDE MARKETING SERVICES NOR ANY OF THEIR AFFILIATES HAS PROVIDED OR IS PROVIDING IMPARTIAL INVESTMENT ADVICE OR IS GIVING ANY ADVICE IN A FIDUCIARY CAPACITY IN CONNECTION WITH THE HOLDER’S ACQUISITION OF ANY NOTES OR ANY INTEREST THEREIN AND THE TRANSACTION PARTIES HAVE FINANCIAL INTERESTS IN THE OFFERING AND SALE OF THE NOTES WHICH ARE DISCLOSED IN THIS OFFERING MEMORANDUM OR AT THE TIME OF SALE, (B) THE PERSON MAKING THE INVESTMENT DECISION ON THE HOLDER’S BEHALF WITH RESPECT TO THE ACQUISITION AND HOLDING OF THE NOTES IS AN INDEPENDENT FIDUCIARY (WITHIN THE MEANING OF 29 CFR SECTION 2510.3-21) THAT IS INDEPENDENT OF EACH OF THE TRANSACTION PARTIES AND IS (1) A BANK AS DEFINED IN SECTION 202 OF THE INVESTMENT ADVISERS ACT OF 1940, AS AMENDED (THE “INVESTMENT ADVISERS ACT”) OR SIMILAR INSTITUTION THAT IS REGULATED AND SUPERVISED AND SUBJECT TO PERIODIC EXAMINATION BY A STATE OR FEDERAL AGENCY, (2) AN INSURANCE CARRIER QUALIFIED UNDER THE LAWS OF MORE THAN ONE STATE TO PERFORM THE SERVICES OF MANAGING, ACQUIRING OR DISPOSING OF ASSETS OF AN ERISA PLAN, (3) AN INVESTMENT ADVISER REGISTERED UNDER THE INVESTMENT ADVISERS ACT OR, IF NOT REGISTERED AN AS INVESTMENT ADVISER UNDER THE INVESTMENT ADVISERS ACT BY REASON OF PARAGRAPH (1) OF SECTION 203A OF THE INVESTMENT ADVISERS ACT, IS REGISTERED AS AN INVESTMENT ADVISER UNDER THE LAWS OF THE STATE (REFERRED TO IN SUCH PARAGRAPH (1)) IN WHICH IT MAINTAINS ITS PRINCIPAL OFFICE AND PLACE OF BUSINESS, (4) A BROKER-DEALER REGISTERED UNDER THE EXCHANGE ACT OR (5) AN INDEPENDENT FIDUCIARY THAT HOLDS, OR HAS UNDER MANAGEMENT OR CONTROL, TOTAL ASSETS OF AT LEAST $50 MILLION, EXCLUDING THE XXX OWNER OR A RELATIVE OF THE XXX OWNER IF THE HOLDER IS AN XXX (THE “QUALIFIED INDEPENDENT FIDUCIARY”), (C) THE QUALIFIED INDEPENDENT FIDUCIARY IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH REGARD TO PARTICULAR TRANSACTIONS AND STRATEGIES, INCLUDING THE ACQUISITION, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES, (D) THE QUALIFIED INDEPENDENT FIDUCIARY IS A FIDUCIARY TO THE HOLDER UNDER ERISA OR THE CODE, OR BOTH, WITH RESPECT TO THE ACQUISITION, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES AND IS RESPONSIBLE FOR EXERCISING INDEPENDENT JUDGMENT IN EVALUATING SUCH TRANSACTIONS AND (D) NO FEE OR OTHER COMPENSATION IS BEING PAID DIRECTLY TO ANY OF THE TRANSACTION PARTIES BY THE HOLDER OR THE QUALIFIED INDEPENDENT FIDUCIARY FOR INVESTMENT ADVICE (AS OPPOSED TO OTHER SERVICES) IN CONNECTION WITH THE ACQUISITION AND HOLDING OF THE NOTES.

ERISA Legend. Each Global Note, Restricted Security and each Definitive Security issued in exchange for a beneficial interest in a Global Note Security (and all Notes issued in exchange therefor or Unrestricted Global Note, substitution thereof) shall bear a legend in substantially the following form: “BY ITS ACQUISITION ACCEPTANCE OF THIS SECURITY (INCLUDING ANY INTEREST HEREIN)NOTE, THE HOLDER THEREOF EACH ACQUIRER AND SUBSEQUENT TRANSFEREE OF A NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER ACQUIRER OR TRANSFEREE TO ACQUIRE OR AND HOLD THIS SECURITY THE NOTE CONSTITUTES THE ASSETS OF (A) AN “ANY EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“‘‘ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA’’), (B) A ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “‘‘CODE”) ’’), OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-UNITED STATES OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE PROVISIONS OF ERISA OR THE CODE (“COLLECTIVELY, ‘‘SIMILAR LAWS”’’), OR (C) AN ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS ‘‘PLAN ASSETS’’ OF ANY SUCH PLAN, ACCOUNT OR AND ARRANGEMENT DESCRIBED IN (AEACH, A ‘‘PLAN’’) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY THE NOTE WILL NOT CONSTITUTE A NON-NON- EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A ANY SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall bear a legend in substantially the following form: BY ITS ACQUISITION OF THIS SECURITY (INCLUDING ANY INTEREST HEREIN)SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA), (B) OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall will bear a legend in substantially the following form: BY ITS ACQUISITION “EACH HOLDER OF THIS SECURITY (INCLUDING OR ANY INTEREST HEREIN), THE HOLDER THEREOF HEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED AS FOLLOWS THAT EITHER EITHER: (1A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (AI) AN “EMPLOYEE BENEFIT PLANPLAN ” (WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (BII) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON NON-U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (CIII) AN ENTITY ENTITIES WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OF THE FOREGOING DESCRIBED IN CLAUSES (AI) OR AND (B) II), PURSUANT TO ERISA OR OTHERWISE (HOLDERS EACH OF THE FOREGOING DESCRIBED IN CLAUSES (AI), (BII) AND (III) REFERRED TO AS A “PLAN”); OR (C), “PLANS”), OR (2B) THE ACQUISITION AND HOLDING OF THIS SECURITY SECURITY, OR ANY INTEREST HEREIN BY SUCH HOLDER, WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall bear a legend in substantially the following form: BY ITS ACQUISITION OF THIS SECURITY (INCLUDING ANY INTEREST HEREIN)SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

ERISA Legend. Each Global Note, Restricted Security and each Definitive Security issued in exchange for a beneficial interest in a Global Note Security (and all Notes issued in exchange therefor or Unrestricted Global Note, substitution thereof) shall bear a legend in substantially the following form: “BY ITS ACQUISITION ACCEPTANCE AND HOLDING OF THIS SECURITY NOTE (INCLUDING OR ANY INTEREST HEREIN), EACH ACQUIRER AND SUBSEQUENT TRANSFEREE (AND, IF SUCH ACQUIRER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), OR IS ACQUIRING THIS NOTE OR ANY INTEREST HEREIN WITH THE HOLDER THEREOF ASSETS OF A PLAN, ITS FIDUCIARY) OF THIS NOTE (OR ANY INTEREST HEREIN) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AND NO PORTION OF THE ASSETS USED BY SUCH HOLDER ACQUIRER OR TRANSFEREE TO ACQUIRE OR AND HOLD THIS SECURITY NOTE (OR ANY INTEREST HEREIN) CONSTITUTES THE ASSETS OF (A) AN “ANY EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA), (B) A ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) ), OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-UNITED STATES OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) AN ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR AND ARRANGEMENT DESCRIBED IN (AEACH, A “PLAN”) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A)THE ACQUISITION, (B) OR (C), “PLANS”), OR (2) THE ACQUISITION HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS SECURITY 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 UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Note and each Definitive Note issued in exchange for a beneficial interest in a Global Note (and all Notes issued in exchange therefor or Unrestricted Global Note, substitution thereof) shall bear a legend in substantially the following form: “OTHER THAN WITH RESPECT TO ONE OR MORE PURCHASERS ON THE CLOSING DATE WHICH HAVE MADE CERTAIN REPRESENTATIONS SATISFACTORY TO THE ISSUERS, BY ITS ACQUISITION OR ACCEPTANCE OF THIS SECURITY (INCLUDING NOTE OR ANY INTEREST HEREIN), THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED REPRESENTED, WARRANTED AND WARRANTED AGREED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF EITHER: (A) IT IS NOT AND IS NOT DEEMED TO BE (I) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA“), (BII) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO DESCRIBED IN SECTION 4975 4975(E)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”“), (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR PROVISIONS UNDER ARRANGEMENT (EACH OF THE FOREGOING, A “BENEFIT PLAN INVESTOR“), OR (IV) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-U.S. OR OTHER U.S. LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION RULES OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”“), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) ; OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY NOTE OR ANY INTEREST HEREIN BY THE HOLDER DO NOT 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 SIMILAR VIOLATION UNDER OF ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Global Note and each Definitive Note (and all Notes issued in exchange therefor or Unrestricted Global Note, substitution thereof) shall bear a the legend in substantially the following form: BY ITS ACQUISITION “EACH HOLDER OF THIS SECURITY (INCLUDING SECURITY, OR OF ANY INTEREST HEREIN)THEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED ACKNOWLEDGE, REPRESENT, WARRANT AND WARRANTED THAT AGREE THAT, AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD OF ITS HOLDING OF SUCH SECURITY OR INTEREST THEREIN, EITHER (1A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF IT IS NOT, AND IT WILL NOT BECOME (AI) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF (AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (BII) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO PLAN DESCRIBED IN SECTION 4975 4975(e)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR XXXXX PLAN, (III) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT, OR OTHER ARRANGEMENT THAT IS SUBJECT TO THE PROVISIONS UNDER OF ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-UNITED STATES OR OTHER LAWS LAWS, RULES OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR AND THE CODE (SUCH LAWS, COLLECTIVELY, “SIMILAR LAWS”), ) OR (CIV) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT A PLAN DESCRIBED IN (AI), (II) OR (III) BY REASON OF INVESTMENT BY SUCH PLAN IN THE ENTITY OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION ITS PURCHASE AND HOLDING OF THIS SUCH SECURITY OR INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA AND/OR SECTION 4975 OF THE CODE BY REASON OF AN APPLICABLE STATUTORY OR A SIMILAR VIOLATION UNDER ADMINISTRATIVE EXEMPTION AND WILL NOT VIOLATE ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall will bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY (INCLUDING NOTE OR ANY INTEREST HEREIN)THEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY NOTE OR ANY INTEREST THEREIN CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA), (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED 42 (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”)ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY NOTE OR ANY INTEREST THEREIN 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 UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Note and each Definitive Note issued in exchange for a beneficial interest in a Global Note (and all Notes issued in exchange therefor or Unrestricted Global Note, substitution thereof) shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY (INCLUDING ANY INTEREST HEREIN)SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I ), OF ERISA, (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (COLLECTIVELY WITH ANY PLAN THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON‑U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”)ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT NON‑EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.. FURTHER, IF THE PURCHASER OR TRANSFEREE IS A PLAN, SUCH PURCHASER OR SUBSEQUENT TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EACH OF THE FOLLOWING SUBPARAGRAPHS (A) THROUGH (C) WILL BE SATISFIED:

ERISA Legend. Each Global Note, Restricted Note and each Definitive Note issued in exchange for a beneficial interest in a Global Note (and all Notes issued in exchange therefor or Unrestricted Global Note, substitution thereof) shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY (INCLUDING ANY OR AN INTEREST HEREIN), THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR AN INTEREST HEREIN CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I ), OF ERISA, (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS “PLAN ASSETS” (AS DEFINED IN SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAWS) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”)ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR AN INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted each Definitive Note issued in exchange for a beneficial interest in a Global Note (and all Notes issued in exchange therefor or Unrestricted Global Note, substitution thereof) shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY (INCLUDING ANY INTEREST HEREIN)SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA), (B) A ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) ), OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”)ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-NON- EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall will bear a legend in substantially the following formadditional legend: BY ITS ACQUISITION OF THIS SECURITY NOTE (INCLUDING OR ANY INTEREST HEREININ THIS NOTE), THE HOLDER THEREOF (AND IF THE HOLDER IS A “PLAN” (AS DEFINED BELOW), ITS FIDUCIARY) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY (OR ANY INTEREST IN THIS NOTE) CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) A PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY NOTE ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, OR (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH OF (A) AND (B), AN “ERISA PLAN”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA AND/OR THE CODE (“SIMILAR LAWS”), OR (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B2) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY NOTE (OR ANY INTEREST IN THIS NOTE) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWSLAWS AND (B) IF THE HOLDER IS AN ERISA PLAN, A FIDUCIARY THAT IS AN “INDEPENDENT FIDUCIARY WITH FINANCIAL EXPERTISE” AS DESCRIBED IN THE U.S. CODE OF FEDERAL REGULATIONS, 29 C.F.R. SECTION 2510.3 21(C)(1), AS AMENDED FROM TIME TO TIME, IS ACQUIRING AND HOLDING THIS NOTE (OR ANY INTEREST IN THIS NOTE) ON BEHALF OF THE ERISA PLAN. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT THAT IS DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING.

ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall All Notes will bear a legend in substantially the following form: BY ITS ACQUISITION THE HOLDER OF THIS SECURITY (INCLUDING ANY INTEREST HEREIN), THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED NOTE REPRESENTS EITHER THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF (A) AN “IT IS NOT A PLAN (WHICH TERM INCLUDES (I) EMPLOYEE BENEFIT PLAN” WITHIN PLANS THAT ARE SUBJECT TO THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA"), (BII) A PLANPLANS, INDIVIDUAL RETIREMENT ACCOUNT OR ACCOUNTS AND OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”) "), OR TO PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. APPLICABLE FEDERAL, STATE, LOCAL LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“"SIMILAR LAWS”), OR ") AND (CIII) AN ENTITY WHOSE ENTITIES THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE ASSETS "PLAN ASSETS" OF SUCH PLANS, ACCOUNTS AND ARRANGEMENTS) AND IT HAS NOT PURCHASED THE NOTES ON BEHALF OF, OR WITH THE "PLAN ASSETS" OF, ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) ; OR (B) PURSUANT TO ERISA OR OTHERWISE THE HOLDER'S PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES EITHER (HOLDERS DESCRIBED IN (A), (BI) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL ARE NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 ERISA OR THE CODE AND ARE OTHERWISE PERMISSIBLE UNDER ALL APPLICABLE SIMILAR LAWS OR (II) ARE ENTITLED TO EXEMPTIVE RELIEF FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF AND THE CODE IN ACCORDANCE WITH ONE OR A SIMILAR VIOLATION MORE AVAILABLE STATUTORY, CLASS OR INDIVIDUAL PROHIBITED TRANSACTION EXEMPTIONS AND ARE OTHERWISE PERMISSIBLE UNDER ANY ALL APPLICABLE SIMILAR LAWS.

ERISA Legend. Each Global Note, Restricted Security and each Definitive Security issued in exchange for a beneficial interest in a Global Note Security (and all Notes issued in exchange therefor or Unrestricted Global Note, substitution thereof) shall bear a legend in substantially the following form: “BY ITS ACQUISITION ACCEPTANCE OF THIS SECURITY NOTE, EACH ACQUIRER AND SUBSEQUENT TRANSFEREE OF THIS NOTE (INCLUDING OR ANY INTEREST HEREIN), THE HOLDER THEREOF ) WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AND NO PORTION OF THE ASSETS USED BY SUCH HOLDER ACQUIRER OR TRANSFEREE TO ACQUIRE OR AND HOLD THIS SECURITY NOTE (OR ANY INTEREST HEREIN) CONSTITUTES THE ASSETS OF (A) AN “ANY EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA), (B) A ANY PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT ARRANGEMENTS THAT IS ARE SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) ), OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-UNITED STATES OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH THE PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (C) AN ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR AND ARRANGEMENT DESCRIBED IN (AEACH, A “PLAN”) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A)THE ACQUISITION, (B) OR (C), “PLANS”), OR (2) THE ACQUISITION HOLDING AND HOLDING SUBSEQUENT DISPOSITION OF THIS SECURITY 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 UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global 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 TIME OF ITS ACQUISITION OF AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS SECURITY (INCLUDING NOTE OR ANY INTEREST HEREIN), THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THEREIN (1) THAT EITHER (1A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER OR TRANSFEREE TO ACQUIRE OR HOLD THIS SECURITY THE NOTES CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I ), OF ERISA, (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) ), OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”), OR (C) OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY THE NOTES BY SUCH HOLDER OR TRANSFEREE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Global Note issued or Unrestricted Global Note, exchanged under this Indenture shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY (INCLUDING NOTE OR ANY INTEREST HEREIN), THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF (AI) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA), (BII) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) Table of Contents OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (CIII) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS THE “ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OF THE FOREGOING DESCRIBED IN CLAUSES (AI) OR AND (B) II), PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY NOTE, OR ANY INTEREST HEREIN, WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Global Note or Unrestricted Global Note, shall will bear a legend in substantially the following form: BY ITS ACQUISITION “EACH HOLDER OF THIS SECURITY (INCLUDING OR ANY INTEREST HEREIN), THE HOLDER THEREOF HEREIN WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED AS FOLLOWS THAT EITHER EITHER: (1A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY (AI) AN “EMPLOYEE BENEFIT PLANPLAN ” (WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (BII) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON NON-U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR (CIII) AN ENTITY ENTITIES WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OF THE FOREGOING DESCRIBED IN CLAUSES (AI) OR AND (B) II), PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), OTHERWISE; OR (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY SECURITY, OR ANY INTEREST HEREIN BY SUCH HOLDER, WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

ERISA Legend. Each Global Note, Restricted Global Note and each Definitive Note (and all Notes issued in exchange therefor or Unrestricted Global Note, substitution thereof) shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY (INCLUDING ANY INTEREST HEREIN)NOTE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY NOTE CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I ), OF ERISA, (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAWS) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”)ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY NOTE WILL NOT CONSTITUTE A NON-NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS. FURTHER, IF THE HOLDER IS A PLAN SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (AN ‘‘ERISA PLAN’’), SUCH HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (1) NONE OF THE ISSUER, GUARANTORS, THE INITIAL PURCHASERS AND ANY OF THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE ‘‘TRANSACTION PARTIES’’) HAS ACTED AS THE ERISA PLAN’S FIDUCIARY (WITHIN THE MEANING OF ERISA OR THE CODE), OR HAS BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE HOLDER’S DECISION TO ACQUIRE AND HOLD THE NOTES, AND NONE OF THE TRANSACTION PARTIES SHALL AT ANY TIME BE RELIED UPON AS THE ERISA PLAN’S FIDUCIARY WITH RESPECT TO ANY DECISION TO ACQUIRE, CONTINUE TO HOLD OR TRANSFER THE NOTES, AND (2) THE DECISION TO PURCHASE THE NOTES HAS BEEN MADE BY A DULY AUTHORIZED FIDUCIARY OF THE ERISA PLAN THAT (I) IS INDEPENDENT (AS THAT TERM IS USED IN 29 C.F.R. 2510.3-21(C)(1)) OF THE TRANSACTION PARTIES AND THERE IS NO FINANCIAL INTEREST, OWNERSHIP INTEREST, OR OTHER RELATIONSHIP, AGREEMENT OR UNDERSTANDING OR OTHERWISE THAT WOULD LIMIT ITS ABILITY TO CARRY OUT ITS FIDUCIARY RESPONSIBILITY TO THE ERISA PLAN; (II) IS A BANK, AN INSURANCE CARRIER, A REGISTERED INVESTMENT ADVISER, A REGISTERED BROKER-DEALER, OR AN INDEPENDENT FIDUCIARY THAT HOLDS, OR HAS UNDER MANAGEMENT OR CONTROL, TOTAL ASSETS OF AT LEAST $50 MILLION (IN EACH CASE, AS SPECIFIED IN 29 C.F.R. 2510.3-21(C)(1)(I)(A)-(E)); (III) IS CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH REGARD TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE DECISION TO INVEST IN THE NOTES); (IV) HAS BEEN FAIRLY INFORMED THAT THE TRANSACTION PARTIES HAVE NOT AND WILL NOT UNDERTAKE TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION WITH THE PURCHASE AND HOLDING OF THE NOTES; (V) HAS BEEN FAIRLY INFORMED THAT THE TRANSACTION PARTIES HAVE FINANCIAL INTERESTS IN THE ERISA PLAN’S PURCHASE AND HOLDING OF THE NOTES, WHICH INTERESTS MAY CONFLICT WITH THE INTEREST OF THE ERISA PLAN; (VI) IS A FIDUCIARY UNDER ERISA OR THE CODE, OR BOTH, WITH RESPECT TO THE DECISION TO PURCHASE AND HOLD THE NOTES AND IS RESPONSIBLE FOR EXERCISING (AND HAS EXERCISED) INDEPENDENT JUDGMENT IN EVALUATING WHETHER TO INVEST THE ASSETS OF SUCH ERISA PLAN IN THE NOTES; AND (VII) IS NOT PAYING ANY TRANSACTION PARTY ANY FEE OR OTHER COMPENSATION DIRECTLY FOR THE PROVISION OF INVESTMENT ADVICE (AS OPPOSED TO OTHER SERVICES) IN CONNECTION WITH THE ERISA PLAN’S PURCHASE AND HOLDING OF THE NOTES.”

ERISA Legend. Each Global Note, Restricted Global Note issued or Unrestricted Global Note, exchanged under this Indenture shall bear a legend in substantially the following form: “BY ITS ACQUISITION OF THIS SECURITY (INCLUDING NOTE OR ANY INTEREST HEREIN), THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF (A) AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I ), OF ERISA, (B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON U.S. FEDERAL, STATE, LOCAL LOCAL, NON- U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE ASSETS “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN (A) OR (B) PURSUANT TO ERISA OR OTHERWISE (HOLDERS DESCRIBED IN (A), (B) OR (C), “PLANS”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”