Common use of Exchange Offer Clause in Contracts

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the a Registration Rights Agreement, the Company will Issuers shall issue and, upon receipt of a Company Order an authentication order in accordance with Section 2.05 hereof2.02, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that are not (x) they are not Participating Brokerbroker-Dealersdealers (excluding broker-dealers that acquired such beneficial interests in Restricted Global Notes as a result of market-making activities or other trading activities (other than such beneficial interests in Restricted Global Notes acquired directly from the Issuers or any of their affiliates (as defined in Rule 144) thereof)), (y) they are not Persons participating in a the distribution of the applicable Exchange Notes and or (z) they Persons who are not Affiliates affiliates of the Company, Company and accepted for exchange in such the Exchange Offer and (ii) Unrestricted Certificated Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuers shall execute and the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Certificated Notes so accepted Unrestricted Definitive Subordinated Certificated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof2.3 of the Indenture and an Opinion of Counsel for the Company as to certain matters discussed in this Section 6.01(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes and Regulation S Global Notes tendered in such Exchange Offer for acceptance by Persons that who certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by and (B) the Company, principal amount of Certificated Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 6.01(d)(ii) and (ii) one or more Unrestricted Global Subordinated Certificated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Certificated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Certificated Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Exchange Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes and Regulation S Global Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of a Company Order pursuant to Section 2.3 of the Indenture, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Certificated Notes so accepted Unrestricted Definitive Subordinated Certificated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.Company referenced above shall state that:

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof2.3 of the Indenture and an Opinion of Counsel for the Company as to certain matters discussed in this Section 6.01(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that who certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by and (B) the Company, principal amount of Certificated Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 6.01(d)(ii) and (ii) one or more Unrestricted Global Subordinated Certificated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Certificated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Certificated Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Exchange Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of a Company Order pursuant to Section 2.3 of the Indenture, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Certificated Notes so accepted Unrestricted Definitive Subordinated Certificated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.Company referenced above shall state that:

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuers shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuers, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuers, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuers shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the applicable Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal or in an Agent’s Message that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in an Exchange Offer and (ii) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such an Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will Authentication Agent shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Exchanging Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Exchanging Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will Registrar shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will Authentication Agent shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the occurrence conditions set forth in this Section 6.23 of an this Agreement, Parent shall, as promptly as practicable, commence the Exchange Offer to (i) issue to all holders of Company Senior Notes validly tendered in accordance with the Registration Rights Agreement, terms of the Company will issue and, upon receipt Exchange Offer prior to the expiration date of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate Exchange Offer and not validly withdrawn (ix) Unrestricted Definitive Subordinated an aggregate of 9,314,214 shares of Parent Common Stock and (y) the Parent Senior Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Parent Senior Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that Consideration Amount ((x) they are not Participating Broker-Dealers, and (y) they are not participating collectively, the “Exchange Consideration”) in a distribution exchange for any and all of the applicable Exchange $625 million in aggregate principal amount outstanding of Company Senior Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered event the Company has not filed the Company Chapter 11 Cases, pay in such Exchange Offer for acceptance by Persons that certify in cash on the applicable Letters of Transmittal that (x) they are not Participating Broker-DealersClosing Date all accrued and unpaid interest thereon to, (y) they are not participating in a distribution of but excluding, the applicable Exchange Notes and (z) they are not Affiliates of Closing Date. In the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause number of shares of Parent Common Stock and the aggregate principal amount of the applicable Restricted Global Subordinated Parent Senior Notes to be reduced accordingly, issued in exchange for each $1,000 principal amount of outstanding Company Senior Notes will vary depending on the aggregate principal amount of Company Senior Notes validly tendered pursuant to the Exchange Offer. Calculations of share amounts for such purpose will be rounded down with respect to each holder to the nearest whole share and no fractional shares of Parent Common Stock will be issued for the Company Senior Notes. Calculations of principal amounts for Parent Senior Notes for such purpose will execute and the Trustee will authenticate and deliver be rounded down with respect to each holder to the Persons designated by the Holders nearest amount that is equal to $2,000 and integral multiples of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes $1,000 in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation excess thereof and no additional shares of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, Parent Common Stock will be treated as a single class of securities under this Indentureissued or payment made in compensation for such adjustments.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights AgreementOffer, the Company shall deliver Book-Entry Interests in an Unrestricted Global Note in exchange for Book-Entry Interests in the Global Notes that (i) are tendered for acceptance by Persons that certify in the applicable Letters of Transmittal (or an electronic equivalent utilized by any Depositary and acceptable to the Company) that (x) they are not broker-dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company and (ii) are accepted for exchange in the Exchange Offer. Persons that properly tender their Book-Entry Interests in the Restricted Global Notes pursuant to the Exchange Offer will receive Book-Entry Interests in the Unrestricted Global Note in an aggregate principal amount equal to the principal amount of the Book-Entry Interests in the Restricted Global Notes tendered. If Definitive Registered Notes shall have been properly tendered for acceptance and accepted for exchange, the Company shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will authenticate (i) shall authenticate, Unrestricted Definitive Subordinated Registered Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Registered Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in the Exchange Offer. In order to effectuate the delivery of Book-Entry Interests in an Unrestricted Global Note pursuant to the Exchange Offer, the 144A Global Note will be designated to be an Unrestricted Global Note under the Indenture and the Private Placement Legend shall be removed from such Exchange Offer orNote. In the event less than all of the Book-Entry Interests in the 144A Global Note shall have been accepted for exchange, if permitted by the CompanyCompany shall issue and, (ii) upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate, one or more Unrestricted 144A Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial Book-Entry Interests in the 144A Global Note that are not properly tendered in the Exchange Offer and such Book-Entry Interests shall represents interests in the such Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange OfferNote. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated NotesConcurrently, the Trustee will Registrar shall cause the aggregate principal amount of the applicable Restricted Regulation S Global Subordinated Notes Note to be reduced accordingly, by the aggregate principal amount of Book-Entry Interests in such Notes accepted in the Exchange Offer and the Company will execute and aggregate principal amount of the Trustee will authenticate and deliver Unrestricted Global Note to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indentureincreased accordingly.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal or in an Agent’s Message that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in an Exchange Offer and (ii) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such an Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company an Issuer Order in accordance with Section 2.05 hereof2.4 of the Indenture, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons persons that certify in the applicable Letters of Transmittal or via the Depositary’s book-entry system that (x) they are not Participating Brokerbroker-Dealersdealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer. In addition, if pursuant to the Registration Rights Agreement, any Holder is entitled to receive Private Exchange Notes simultaneously with the consummation of the Exchange Offer and so requests, the Issuer shall issue and, upon receipt of an Issuer Order in accordance with Section 2.4 of the Indenture, the Trustee shall authenticate (i) one or more Restricted Global Notes that are identical in all material respects to the Exchange Notes, except for the Private Placement Legend, in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Private Exchange and (ii) Restricted Definitive Notes that are identical in all material respects to the Exchange Notes, except for the Private Placement Legend, in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Private Exchange. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver make available for delivery to the Persons persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2 hereof and an Opinion of Counsel for the Company as to certain matters discussed in this Section 2.6(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer; and (B) the principal amount of Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer or, if permitted by the Company, pursuant to Section 2.6(d)(ii) hereof; and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Definitive Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange OfferCompany referenced above shall state, in form and Exchange Notes issued in connection with such Exchange Offersubstance reasonably satisfactory to the Trustee, will be treated as a single class of securities under this Indenture.that:

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture. For the avoidance of doubt, the only remedy for breach of registration rights is the Additional Interest set forth in Section 2(e) of the Registration Rights Agreement.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons each Person that certify certifies in the applicable Letters Letter of Transmittal that (xa) they are it is not Participating Broker-Dealersan affiliate (as defined in Rule 405 under the Securities Act) of the Company, (yb) they are not participating any Exchange Notes to be received by it will be acquired in a the ordinary course of business, (c) it has no arrangement with any Person to participate in the distribution (within the meaning of the applicable Securities Act) of the Exchange Notes and (zd) they are it is not Affiliates acting on behalf of any Person who could not truthfully make the Companystatements set forth in clauses (a), (b) and (c) immediately above, and accepted for exchange in shall be required to make such Exchange Offer other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the aggregate principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons each Person that certify certifies in the applicable Letters Letter of Transmittal that (w) it is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company, (x) they are not Participating Broker-Dealersany Exchange Notes to be received by it will be acquired in the ordinary course of business, (y) they are not participating it has no arrangement with any Person to participate in a the distribution (within the meaning of the applicable Securities Act) of the Exchange Notes and (z) they are it is not Affiliates acting on behalf of any Person who could not truthfully make the Companystatements set forth in clauses (w), (x) and (y) immediately above, and accepted for exchange in shall be required to make such Exchange Offerother representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture. For the avoidance of doubt, the only remedy for breach of registration rights is the Additional Interest set forth in Section 2(e) of the Registration Rights Agreement.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2 and an Opinion of Counsel for the Company as to certain matters discussed in this Section 2.6(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Global Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(b)(4) and (B) the principal amount of Restricted Definitive Subordinated Notes tendered exchanged or transferred for beneficial interests in such Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(2), in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer orOffer, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests Restricted Definitive Notes exchanged or transferred for Unrestricted Definitive Notes in connection with the Exchange Offer pursuant to Section 2.6(e)(2) and (B) Restricted Global Subordinated Notes tendered exchanged or transferred for Unrestricted Definitive Notes in such connection with the Exchange Offer pursuant to Section 2.6(c)(2), in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cancel any Definitive Notes so surrendered and shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.2, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.Company referenced above shall state that:

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the corresponding Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order (A) an authentication order in accordance with Section 2.05 hereof2.02 hereof and (B) an Opinion of Counsel opining as to the enforceability of the Exchange Notes and the guarantees thereof, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify are not (1) broker-dealers, (2) Persons participating in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and or (z3) they Persons who are not Affiliates affiliates (as defined in Rule 144) of the Company, Company and accepted for exchange in such Exchange Offer. Concurrently with Offer and (ii) Definitive Notes in an aggregate principal amount equal to the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Definitive Notes to be reduced accordinglyaccepted for exchange in such Exchange Offer, and unless the Holders of such Restricted Definitive Notes shall request the receipt of Definitive Notes, in which case the Company will shall execute and the Trustee will shall authenticate and deliver to the Persons designated by the Holders of such Restricted Definitive Subordinated Notes one or more Definitive Notes without the Private Placement Legend in the appropriate principal amount. Concurrent with the issuance of such Unrestricted Global Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and make available for delivery to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.04, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Notes Global Securities of a series in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Notes Global Securities of such series tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Securities of such series and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Notes Definitive Securities of a series in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes Definitive Securities of such series tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Securities of such series and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange Securities of Restricted Global Subordinated Notesa series, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes Securities of such series to be reduced accordingly, and the Company will shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes Securities of such series so accepted Unrestricted Definitive Subordinated Notes Securities of such series in the applicable principal amount. Any Subordinated Notes Securities of a series that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes Securities of such series issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount amounts equal to the principal amount amounts of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the aggregate principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the applicable Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order and Opinion of Counsel in accordance with Section 2.05 hereof2.02, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes not bearing the Restricted Notes Legend in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters Letter of Transmittal that (xA) they are not Participating Broker-DealersDealers who acquired directly from the Issuer, (yB) they are not participating in a distribution of the applicable Exchange Notes and (zC) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer and (ii) Definitive Notes not bearing the Restricted Notes Legend in an aggregate principal amount equal to the principal amount of the Restricted Notes tendered for acceptance by Persons that certify in the applicable Letter of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Global Notes bearing the Restricted Global Subordinated Notes Legend to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes bearing the Restricted Definitive Subordinated Notes Legend so accepted Unrestricted Definitive Subordinated Notes not bearing the Restricted Notes Legend in the applicable principal amount. Any Subordinated Initial Notes that remain outstanding after the consummation of such an Exchange Offer, and Exchange Notes issued in connection with such an Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that each certify in the applicable Letters of Transmittal that (xa) they are it is not Participating Broker-Dealers, an affiliate (yas defined in Rule 405 under the Securities Act) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of business, (c) it has no arrangement with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes, and accepted for exchange (d) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (a), (b) and (c) immediately above, and shall be required to make such Exchange Offer other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available, or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that each certify in the applicable Letters of Transmittal that (xa) they are it is not Participating Broker-Dealers, an affiliate (yas defined in Rule 405 under the Securities Act) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of business, (c) it has no arrangement with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes, and accepted for exchange (d) it is not acting on behalf of any Person who could not truthfully make the statements set forth in clauses (a), (b) and (c) immediately above, and shall be required to make such Exchange Offerother representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture. For the avoidance of doubt, the only remedy for breach of registration rights is the Additional Interest set forth in Section 2(e) of the Registration Rights Agreement.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the 2017 A Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Exchanging Dealers, (y) they are not participating in a distribution of the applicable 2017 A Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Exchanging Dealers, (y) they are not participating in a distribution of the applicable 2017 A Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated 2017 A Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated 2017 A Notes that remain outstanding after the consummation of such the Exchange Offer, and 2017 A Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence consummation of an the Exchange Offer for Notes in accordance with the Registration Rights Agreement, the Company will Issuers shall issue and, upon receipt of a Company an Issuer Order for the authentication of Unrestricted Global Notes in accordance with Section 2.05 hereof2.4 of the Base Indenture and an Opinion of Counsel for the Issuers as to certain matters discussed in this Section 1.04(h), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (1) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Securities and (z) they are not Affiliates affiliates (as defined in Rule 144) of either of the CompanyIssuers, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii2) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance pursuant to Section 1.04(f)(ii) hereof by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Securities and (z) they are not Affiliates affiliates (as defined in Rule 144) of either of the Company, Issuers and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in such the Exchange OfferOffer (other than Restricted Definitive Notes described in Section 1.04(h)(i)(2) immediately above) and tendered for acceptance by Persons that certify that (1) they are not Broker-Dealers, (2) they are not participating in a distribution of the Exchange Securities and (3) they are not affiliates (as defined in Rule 144) of either of the Issuers. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuers shall execute and, upon receipt of an Issuer Order for the authentication and delivery of such Unrestricted Definitive Notes in accordance with Section 2.4 of the Base Indenture, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Securities Notes in the applicable appropriate principal amount. Any Subordinated Notes The Opinion of Counsel for the Issuers referenced above shall state that remain outstanding after the consummation Exchange Securities have been duly authorized by all necessary corporate action of such Exchange Offerthe Company and by all necessary limited partnership action of Fox LP and, when executed, issued and authenticated in accordance with the terms of this Indenture and delivered in exchange for Exchange Notes issued in connection accordance with such the terms of this Indenture and the Exchange Offer, will be treated as a single class legally valid and binding obligations of securities under this Indenturethe Issuers, enforceable against the Issuers in accordance with their terms, subject to customary exceptions.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the applicable Registration Rights Agreement, the Company will Issuers shall issue and, upon receipt of a Company Order authentication instructions from the Issuers in accordance with this Indenture and an Opinion of Counsel for the Issuers as to certain matters discussed in this Section 2.05 hereof2.5(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Notes Global Securities in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Global Securities exchanged or transferred for beneficial interests in Unrestricted Global Securities in connection with the Exchange Offer pursuant to Section 2.5(b)(4) and (B) the principal amount of Restricted Definitive Subordinated Notes tendered Securities exchanged or transferred for beneficial interests in such Unrestricted Global Securities in connection with the Exchange Offer pursuant to Section 2.5(d)(2), in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Securities and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Companyan Issuer, and accepted for exchange in such the Exchange Offer orOffer, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Notes Definitive Securities in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests Restricted Definitive Securities exchanged or transferred for Unrestricted Definitive Securities in connection with the Exchange Offer pursuant to Section 2.5(e)(2) and (B) Restricted Global Subordinated Notes tendered Securities exchanged or transferred for Unrestricted Definitive Securities in such connection with the Exchange Offer pursuant to Section 2.5(c)(2), in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Securities and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Companyan Issuer, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated NotesSecurities, the Trustee will shall cancel any Definitive Securities so surrendered and shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes Securities to be reduced accordingly, and the Company will Issuers shall execute and and, upon receipt of authentication instructions from the Issuers in accordance with this Indenture, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes Securities so accepted Unrestricted Definitive Subordinated Notes Securities in the applicable appropriate principal amount. Any Subordinated Notes The Opinion of Counsel for the Issuers referenced above shall state in substance that remain outstanding after the consummation issuance and sale of such the Exchange Securities by the Issuers have been duly authorized and, when executed by the Issuers and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered in exchange for the applicable Additional Securities in accordance with this Indenture and the applicable Exchange Offer, and the Exchange Notes issued in connection with such Exchange Offer, Securities will be treated entitled to the benefits of this Indenture and will be valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as a single class the enforceability thereof may be limited by (x) bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting creditors' rights generally and (y) principles of securities under this Indentureequity (regardless of whether enforceability is considered in equity or at law).

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the aggregate principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Subordinated Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.02, the Senior Subordinated Note Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Senior Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Brokerbroker-Dealersdealers, (y) they are not participating in a distribution of the applicable Exchange Senior Subordinated Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer and (ii) Definitive Senior Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Senior Subordinated Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Senior Subordinated Notes, the Senior Subordinated Note Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Senior Subordinated Notes to be reduced accordingly, and the Company will shall execute and the Senior Subordinated Note Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Senior Subordinated Notes so accepted Unrestricted Definitive Senior Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuers shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal or through an Agent’s Message through the DTC Automated Tender Offer Program that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuers, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuers shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the 2017 B Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Exchanging Dealers, (y) they are not participating in a distribution of the applicable 2017 B Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Exchanging Dealers, (y) they are not participating in a distribution of the applicable 2017 B Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated 2017 B Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated 2017 B Notes that remain outstanding after the consummation of such the Exchange Offer, and 2017 B Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2 and an Opinion of Counsel for the Company as to certain matters discussed in this Section 2.6(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by and (B) the Company, principal amount of Restricted Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(2) and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Definitive Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.2, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.Company referenced above shall state that:

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2 hereof and an Opinion of Counsel for the Company as to certain matters discussed in this Section 2.6(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by and (B) the Company, principal amount of Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(ii) hereof and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Definitive Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange OfferCompany referenced above shall state, in form and Exchange Notes issued in connection with such Exchange Offersubstance satisfactory to the Trustee, will be treated as a single class of securities under this Indenture.that:

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof2.03, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the corresponding principal amount of the Book-Entry Interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-DealersDealers that acquired the Book-Entry Interests tendered in the Exchange Offer directly from the Company or an Affiliate of the Company, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, Company and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Definitive Registered Notes in an aggregate principal amount equal to the corresponding principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Registered Notes tendered in such Exchange Offer for acceptance exchange by Persons that who certify to the effect set forth in the applicable Letters (i) of Transmittal that this subsection (xf) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange Offer. Concurrently with In addition, the issuance Trustee shall (i) endorse Schedule A to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount of Restricted Global Notes tendered in the Exchange Offer, (ii) deliver such Unrestricted Global Subordinated Notes upon exchange of to the Depositary, (iii) instruct the Depositary to deliver the relevant Restricted Global Subordinated NotesNote(s) to the Trustee, (iv) endorse Schedule A to such Restricted Global Note(s) to reflect the Trustee will cause the aggregate decrease in principal amount of resulting from the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange (v) thereafter, return the Restricted Global Notes issued to the Depositary, together with all information regarding the Participant accounts to be debited and credited in connection with such the Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the applicable Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal or through an Agent’s Message through the DTC Automated Tender Offer Program that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount at maturity or principal amount, as applicable, equal to the corresponding principal amount at maturity or principal amount, as applicable, of the Book-Entry Interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-DealersDealers that acquired the Book-Entry Interests tendered in the Exchange Offer directly from the Company or an Affiliate of the Company, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Registered Notes in an aggregate principal amount at maturity or principal amount, as applicable, equal to the corresponding principal amount at maturity or principal amount, as applicable, of the beneficial interests in the Restricted Global Subordinated Definitive Registered Notes tendered in such Exchange Offer for acceptance by Persons that who certify to the effect set forth in the applicable Letters of Transmittal that (xi) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange Offer. Concurrently with In addition, the issuance Principal Paying Agent shall (i) endorse Schedule A to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount at maturity or principal amount, as applicable, of Restricted Global Notes tendered in the Exchange Offer, (ii) deliver such Unrestricted Global Subordinated Notes upon exchange to the relevant Book-Entry Depositary, (iii) instruct, in the case of the Dollar Restricted Global Subordinated Notes, the Trustee will cause Dollar Book-Entry Depositary and, in the aggregate case the of the Sterling Restricted Global Notes, the Note Custodian to deliver the relevant Restricted Global Note(s), (iv) endorse Schedule A to such Restricted Global Note(s) to reflect the decrease in principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable at maturity or principal amount. Any Subordinated Notes that remain outstanding after , as applicable, resulting from the consummation of such Exchange Offer, and Exchange (v) thereafter, return the Dollar Restricted Global Notes issued to the Dollar Book-Entry Depositary and the Sterling Restricted Global Notes to the Note Custodian, together with all information regarding the Participant accounts to be debited in connection with such the Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company an Issuer Order in accordance with Section 2.05 hereof2.4 of the Indenture, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons persons that certify in the applicable Letters of Transmittal or via the Depositary's book-entry system that (x) they are not Participating Brokerbroker-Dealersdealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer and (ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer. In addition, if pursuant to the Registration Rights Agreement, any Holder is entitled to receive Private Exchange Notes simultaneously with the consummation of the Exchange Offer and so requests, the Issuer shall issue and, upon receipt of an Issuer Order in accordance with Section 2.4 of the Indenture, the Trustee shall authenticate (i) one or more Restricted Global Notes that are identical in all material respects to the Exchange Notes, except for the Private Placement Legend, in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Private Exchange and (ii) Restricted Definitive Notes that are identical in all material respects to the Exchange Notes, except for the Private Placement Legend, in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Private Exchange. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver make available for delivery to the Persons persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture. For the avoidance of doubt, the only remedy for breach of registration rights is the Additional Interest set forth in Section 2(e) of the Registration Rights Agreement.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order an order in accordance with Section 2.05 hereof2.04 of the Original Indenture, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated one or more Global Notes without the Restricted Notes Legend in an aggregate principal amount equal to the principal amount amounts of the Restricted Definitive Subordinated beneficial interests in the Global Notes tendered in such Exchange Offer for acceptance by Persons that certify provide in the applicable Letters letters of Transmittal that (x) they transmittal such certifications as are not Participating Broker-Dealers, (y) they are not participating in a distribution of required by the Registration Rights Agreement and applicable Exchange Notes and (z) they are not Affiliates of the Companylaw, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Global Notes with the Restricted Global Subordinated Notes Legend to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this the Indenture. Exhibit A FORM OF GLOBAL NOTE DUE 2055 [FACE OF THE NOTE] [Rule 144A Global Notes Legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO NUCOR CORPORATION OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER) OR (E) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFEREE IS A PURCHASER WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS SECURITY PURSUANT TO CLAUSE 2(D) ABOVE OR UPON ANY TRANSFER OF THIS SECURITY UNDER RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED IN THIS SECURITY, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [ERISA Legend] BY ITS ACQUISITION OF THIS SECURITY 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 CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), 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 FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY 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. [Regulation S Global Notes Legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUISITION OF THIS SECURITY, AGREES THAT, PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF THE INDENTURE REFERRED TO HEREIN. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THE NOTES. Nucor Corporation

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof303 of the Indenture, the Trustee will shall authenticate (i) i)one or more Unrestricted Definitive Subordinated Notes Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Notes Global Securities tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Securities and (z) they z)they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Notes Definitive Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes Definitive Securities tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they y)they are not participating in a distribution of the applicable Exchange Notes Securities and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated NotesSecurities, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes Securities to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes Securities so accepted Unrestricted Definitive Subordinated Notes Securities in the applicable principal amount. Any Subordinated Notes Securities that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes Securities issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this First Supplemental Indenture and the Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the applicable Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered for acceptance in such Exchange Offer for acceptance by Persons that certify make the representations in the applicable Letter of Transmittal required by Section 6(a)(ii) of the Registration Rights Agreement (with respect to the Initial Notes) or the applicable section of the applicable Registration Rights Agreement (with respect to Additional Notes), and accepted for exchange in such Exchange Offer and (ii) subject to Section 2.07(a), Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in such Exchange Offer by Persons that make the representations in the applicable Letters of Transmittal that required by Section 6(a)(ii) of the Registration Rights Agreement (xwith respect to the Initial Notes) they are not Participating Broker-Dealers, (y) they are not participating in a distribution or the applicable section of the applicable Exchange Notes and Registration Rights Agreement (z) they are not Affiliates of the Companywith respect to Additional Notes), and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indentureamounts.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Note Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2 hereof and an Opinion of Counsel for the Company as to certain matters discussed in this Section 2.6(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by and (B) the Company, principal amount of Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(ii) hereof and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Definitive Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange OfferCompany referenced above shall state, in form and Exchange Notes issued in connection with such Exchange Offersubstance satisfactory to the Trustee, will be treated as a single class of securities under this Indenture.that:

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof2.3 of the Indenture and an Opinion of Counsel for the Company as to certain matters discussed in this Section 5.01(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes and Regulation S Global Notes tendered in such Exchange Offer for acceptance by Persons that who certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by and (B) the Company, principal amount of Certificated Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 5.01(d)(ii) and (ii) one or more Unrestricted Global Subordinated Certificated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Certificated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Certificated Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Series G Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes and Regulation S Global Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of a Company Order pursuant to Section 2.3 of the Indenture, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Certificated Notes so accepted Unrestricted Definitive Subordinated Certificated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.Company referenced above shall state that:

Exchange Offer. Upon the occurrence of an the Exchange Offer in -------------- accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof2.03, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the corresponding principal amount of the Book-Entry Interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating BrokerBroker- Dealers that acquired the Book-DealersEntry Interests tendered in the Exchange Offer directly from the Company or an Affiliate of the Company, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, Company and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Definitive Registered Notes in an aggregate principal amount equal to the corresponding principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Registered Notes tendered in such Exchange Offer for acceptance exchange by Persons that who certify to the effect set forth in the applicable Letters (i) of Transmittal that this subsection (xf) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange Offer. Concurrently with In addition, the issuance Trustee shall (i) endorse Schedule A to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount of Restricted Global Notes tendered in the Exchange Offer, (ii) deliver such Unrestricted Global Subordinated Notes upon exchange of to the Common Depositary, (iii) instruct the Common Depositary to deliver the relevant Restricted Global Subordinated NotesNote(s) to the Trustee, (iv) endorse Schedule A to such Restricted Global Note(s) to reflect the Trustee will cause the aggregate decrease in principal amount of resulting from the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange (v) thereafter return the Restricted Global Notes issued to the Common Depositary, together with all information regarding the Participant accounts to be debited and credited in connection with such the Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof, and an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent provided for or relating to the authentication and delivery of such Unrestricted Global Note have been complied with, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance (as certified to the Trustee by the Company) by Persons that certify in the applicable Letters of Transmittal that (x1) they are not Participating Broker-Dealersan affiliate (within the meaning of Rule 405 under the Securities Act) of the Company, (y2) they are not participating in engaged in, and do not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the applicable Exchange Notes to be issued in the Exchange Offer and (3) they are acquiring the Exchange Notes in its ordinary course of business (4) if they are not a broker-dealer, that they are not engaged in and do not intend to engage in the distribution of the Exchange Notes and (z5) if they are not Affiliates a broker-dealer and will receive the Exchange Notes for their own account in exchange for Notes that were acquired as a result of market-making or other trading activities, then they will deliver a Prospectus (as defined in the Registration Rights Agreement) in connection with any resale of the CompanyExchange Notes, and accepted for exchange in such the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance (as certified to the Trustee by the Company) by Persons that certify in the applicable Letters of Transmittal that (1) they are not an affiliate (within the meaning of Rule 405 under the Securities Act) of the Company, (2) they are not engaged in, and do not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) they are acquiring the Exchange Notes in its ordinary course of business (4) if they are not a broker-dealer, that they are not engaged in and do not intend to engage in the distribution of the Exchange Notes and (5) if they are a broker-dealer and will receive the Exchange Notes for their own account in exchange for Notes that were acquired as a result of market-making or other trading activities, then they will deliver a Prospectus (as defined in the Registration Rights Agreement) in connection with any resale of the Exchange Notes, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Exchange Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and the Trustee will Trustee, upon receipt of an Authentication Order, shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in -------------- accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof2.03, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the corresponding principal amount of the Book-Entry Interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating BrokerBroker- Dealers that acquired the Book-DealersEntry Interests tendered in the Exchange Offer directly from the Company or an Affiliate of the Company, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, Company and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Definitive Registered Notes in an aggregate principal amount equal to the corresponding principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Registered Notes tendered in such Exchange Offer for acceptance exchange by Persons that who certify to the effect set forth in the applicable Letters (i) of Transmittal that this subsection (xf) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange Offer. Concurrently with In addition, the issuance Trustee shall (i) endorse Schedule A to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount of Restricted Global Notes tendered in the Exchange Offer, (ii) deliver such Unrestricted Global Subordinated Notes upon exchange of to the Common Depositary, (iii) instruct the Common Depositary to deliver the relevant Restricted Global Subordinated NotesNote(s) to the Trustee, (iv) endorse Schedule A to such Restricted Global Note(s) to reflect the Trustee will cause the aggregate decrease in principal amount of resulting from the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange (v) thereafter, return the Restricted Global Notes issued to the Common Depositary, together with all information regarding the Participant accounts to be debited and credited in connection with such the Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof303 of the Indenture, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Notes Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Notes Global Securities tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Securities and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Notes Definitive Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes Definitive Securities tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Securities and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated NotesSecurities, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes Securities to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes Securities so accepted Unrestricted Definitive Subordinated Notes Securities in the applicable principal amount. Any Subordinated Notes Securities that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes Securities issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Third Supplemental Indenture and the Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.02, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealersaffiliates (as defined in Rule 144) of the Company, (y) they are not participating in engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the applicable Exchange Notes to be issued in the Exchange Offer and (z) they are not Affiliates acquiring the Exchange Notes in their ordinary course of the Company, business and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in writing to the applicable Letters of Transmittal Trustee that (x) they are not Participating Broker-Dealersaffiliates (as defined in Rule 144) of the Company, (y) they are not participating in engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the applicable Exchange Notes to be issued in the Exchange Offer and (z) they are not Affiliates acquiring the Exchange Notes in their ordinary course of the Company, and accepted for exchange in such Exchange Offerbusiness. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, accordingly and the Company will shall execute and the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Global Notes so accepted such Unrestricted Global Notes or Unrestricted Definitive Subordinated Notes Notes, as the case may be, in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Global Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.06(b)(iv) and (B) the principal amount of Restricted Definitive Subordinated Notes tendered exchanged or transferred for beneficial interests in such Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.06(d)(ii), in each case (A) tendered for acceptance by Persons that certify in the applicable Letters of Transmittal (or are deemed to have made such certifications if delivery is made through the Applicable Procedures) that (x) they are not Participating Brokerbroker-Dealersdealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and (B) accepted for exchange in such Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the Restricted Definitive Notes exchanged or transferred for Unrestricted Definitive Notes in connection with the Exchange Offer pursuant to Section 2.06(e)(ii) and (B) the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered exchanged or transferred for Unrestricted Definitive Notes in such connection with the Exchange Offer pursuant to Section 2.06(c)(ii), in each case tendered for acceptance by Persons that certify in who made the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, foregoing certifications and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cancel any Definitive Notes so surrendered and reduce or cause to be reduced in a corresponding amount the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordinglyNotes, and (i) the Company will shall execute and and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes and beneficial interests in Restricted Global Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated amount and (ii) the Trustee shall adjust the principal amount of the relevant Restricted Global Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenturepursuant to Section 2.06(h) hereof.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuers shall issue an Officers’ Certificate stating that such Registration Statement has been declared effective and deliver an Authentication Order to the Trustee, and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated one or more unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated beneficial interests in the restricted Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealersaffiliates (as defined in Rule 144) of the Issuers, (y) they are not participating in engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the applicable Exchange Notes to be issued in the Exchange Offer and (z) they are not Affiliates acquiring the Exchange Notes in their ordinary course of the Company, business and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated unrestricted definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated restricted definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and shall deliver to the Persons designated by the Holders of Restricted Definitive Subordinated restricted Global Notes or restricted definitive Notes so accepted Unrestricted Definitive Subordinated the unrestricted Global Notes or unrestricted definitive Notes issued and authenticated in accordance with the preceding sentence in the applicable appropriate principal amount. Any Subordinated For the avoidance of doubt, a “restricted Note” shall be a Note bearing the Restricted Notes that remain outstanding after the consummation of Legend and an “unrestricted Note” shall be a Note not bearing such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenturelegend.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the applicable Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes of the applicable series tendered for acceptance in such Exchange Offer for acceptance by Persons that certify make the representations in the applicable Letter of Transmittal required by Section 6(a)(ii) of the Registration Rights Agreement (with respect to the Initial Notes) or the applicable section of the applicable Registration Rights Agreement (with respect to Additional Notes), and accepted for exchange in such Exchange Offer and (ii) subject to Section 2.07(a), Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes of the applicable series accepted for exchange in such Exchange Offer by Persons that make the representations in the applicable Letters of Transmittal that required by Section 6(a)(ii) of the Registration Rights Agreement (xwith respect to the Initial Notes) they are not Participating Broker-Dealers, (y) they are not participating in a distribution or the applicable section of the applicable Exchange Notes and Registration Rights Agreement (z) they are not Affiliates of the Companywith respect to Additional Notes), and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes of the same series in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indentureamounts.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.02, the Senior Subordinated Note Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Senior Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Senior Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Brokerbroker-Dealersdealers, (y) they are not participating in a distribution of the applicable Exchange Senior Subordinated Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer and (ii) Definitive Senior Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Senior Subordinated Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Senior Subordinated Notes, the Senior Subordinated Note Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Senior Subordinated Notes to be reduced accordingly, and the Company will shall execute and the Senior Subordinated Note Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Senior Subordinated Notes so accepted Unrestricted Definitive Senior Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof2.3 of the Indenture and an Opinion of Counsel for the Company as to certain matters discussed in this Section 6.01(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes and Regulation S Global Notes tendered in such Exchange Offer for acceptance by Persons that who certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by and (B) the Company, principal amount of Certificated Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 6.01(d)(ii) and (ii) one or more Unrestricted Global Subordinated Certificated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Certificated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Certificated Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Series I Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes and Regulation S Global Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of a Company Order pursuant to Section 2.3 of the Indenture, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Certificated Notes so accepted Unrestricted Definitive Subordinated Certificated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.Company referenced above shall state that:

Exchange Offer. (i) Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order an authentication order in the form of an Officers' Certificate in accordance with Section 2.05 hereof2.02, the Trustee will shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the Book-Entry Interests in the Restricted Global Notes tendered for acceptance by Persons that certify or are deemed to have certified that (x) they are not broker-dealers that acquired the Book-Entry Interests tendered in the Exchange Offer directly from the Company or an Affiliate of the Company, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that who certify to the effect set forth in the applicable Letters of Transmittal that (xi) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange Offer orOffer. In addition, if permitted by the CompanyPrincipal Paying Agent shall (i) endorse the Schedule to the Unrestricted Global Notes issued pursuant to the preceding paragraph to reflect the principal amount of Restricted Global Notes tendered in the Exchange Offer, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of deliver such Unrestricted Global Subordinated Notes upon exchange of to the Common Depositary, (iii) instruct the Custodian and the Common Depositary to deliver the relevant Restricted Global Subordinated NotesNote(s), (iv) endorse the Trustee will cause Schedule to such Restricted Global Note(s) to reflect the aggregate decrease in principal amount of resulting from the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange (v) thereafter, return the Restricted Global Notes issued to the Custodian and the Common Depositary, as the case may be, together with all information regarding the Participant accounts to be debited in connection with such the Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, and an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided for or relating to the authentication and delivery of such Unrestricted Global Note have been complied with, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuers shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2 hereof and an Opinion of Counsel delivered to the Trustee as to the matters set forth in paragraphs (1) and (2) below of this Section 2.6(f) and such other matters customarily covered in connection with an exchange offer as the Trustee may reasonably request, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Global Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(b)(4) hereof and (B) the principal amount of Restricted Definitive Subordinated Notes tendered exchanged or transferred for beneficial interests in such Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(2) hereof, in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuers, and accepted for exchange in such the Exchange Offer orOffer, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests Restricted Definitive Notes exchanged or transferred for Unrestricted Definitive Notes in connection with the Exchange Offer pursuant to Section 2.6(e)(2) hereof and (B) Restricted Global Subordinated Notes tendered exchanged or transferred for Unrestricted Definitive Notes in such connection with the Exchange Offer pursuant to Section 2.6(c)(2) hereof, in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuers, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cancel any Definitive Notes so surrendered and shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuers shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.2 hereof, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.Issuers referenced above shall state that:

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof2.3 of the Indenture and an Opinion of Counsel for the Company as to certain matters discussed in this Section 5.01(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes and Regulation S Global Notes tendered in such Exchange Offer for acceptance by Persons that who certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by and (B) the Company, principal amount of Certificated Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 5.01(d)(ii) and (ii) one or more Unrestricted Global Subordinated Certificated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Certificated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Certificated Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Series I Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes and Regulation S Global Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of a Company Order pursuant to Section 2.3 of the Indenture, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Certificated Notes so accepted Unrestricted Definitive Subordinated Certificated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.Company referenced above shall state that:

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount amounts equal to the principal amount amounts of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the aggregate principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order an authentication order in accordance with Section 2.05 hereof2.2 and an Officers’ Certificate, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes Securities tendered in such Exchange Offer for acceptance by Persons persons that certify in the applicable Letters of Transmittal that are not (x) they are not Participating Brokerbroker-Dealersdealers, (y) they are not Persons participating in a the distribution of the applicable Exchange Notes and Securities or (z) they Persons who are not Affiliates affiliates (as defined in Rule 144) of the Company, Company and accepted for exchange in such the Exchange Offer and (ii) Definitive Securities in an aggregate principal amount equal to the principal amount of the Restricted Definitive Securities tendered for acceptance by persons that are not (x) broker-dealers, (y) persons participating in the distribution of the Exchange Securities or (z) Persons who are affiliates (as defined in Rule 144) of the Company and accepted for exchange in the Exchange Offer. Concurrently Concurrent with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated NotesSecurities, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes Securities to be reduced accordingly, and the Company will shall execute and the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes Securities so accepted Unrestricted Definitive Subordinated Notes Securities in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after Concurrent with the consummation issuance of such the Exchange Securities in the Exchange Offer, the Company shall deliver an Opinion of Counsel to the Trustee to the effect that the Exchange Securities have been duly authorized and, when executed and Exchange Notes issued authenticated in connection accordance with such the provisions of this Indenture and delivered in exchange for Initial Securities in accordance with this Indenture and the Exchange Offer, will be treated entitled to the benefits of this Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms except as a single class (x) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (y) rights of securities under this Indentureacceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2 and an Opinion of Counsel for the Company as to certain matters discussed in this Section 2.6(f), the Trustee will shall authenticate (iI) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by and (B) the Companyprincipal amount of Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(ii), (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Definitive Notes described in clause (I)(B) immediately above) and (iii) Restricted Definitive Notes in an aggregate principal amount equal to the principal amount of Restricted Definitive Notes accepted for exchange in a private exchange offer pursuant to the terms of the Registration Rights Agreement. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.2, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation Company referenced above shall state that: the issuance and sale of such Exchange Offer, and the Exchange Notes issued by the Company have been duly authorized and, when executed and authenticated in connection accordance with such the provisions of this Indenture and delivered in exchange for Series A Notes in accordance with this Indenture and the Exchange Offer, will be treated entitled to the benefits of this Indenture and will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except as a single class the enforceability thereof may be limited by (x) bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (y) equitable principles of securities under this Indenturegeneral applicability (regardless of whether enforceability is considered at equity or in law).

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuers shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.02 hereof and an Officer’s Certificate and an Opinion of Counsel, the Trustee will shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal or through an Agent’s Message through the DTC Automated Tender Offer Program that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuers, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuers shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue andissue, and upon receipt of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate authenticate, (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture. For the avoidance of doubt, the only remedy for breach of registration rights by the Company is the Additional Interest set forth in Section 2(e) of the Registration Rights Agreement.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.02, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the corresponding principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Brokerbroker-Dealersdealers that acquired the beneficial interests tendered in the Exchange Offer directly from the Company or an Affiliate of the Company, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, Company and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the corresponding principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance exchange by Persons that who certify to the effect set forth in the applicable Letters of Transmittal that clause (xi) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange Offer. Concurrently with In addition, the issuance Trustee shall (i) endorse Schedule A to the Unrestricted Global Notes issued pursuant to the preceding sentence to reflect the principal amount of Restricted Global Notes tendered in the Exchange Offer, (ii) deliver such Unrestricted Global Subordinated Notes upon exchange of to the Depositary, (iii) instruct the Depositary to deliver the relevant Restricted Global Subordinated NotesNote(s) to the Trustee, (iv) endorse Schedule A to such Restricted Global Note(s) to reflect the Trustee will cause the aggregate decrease in principal amount of resulting from the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange (v) thereafter, return the Restricted Global Notes issued to the Depositary, together with all information regarding the Participant accounts to be debited and credited in connection with such the Exchange Offer. None of the Trustee or any Agent shall have any obligation or duty to monitor, will be treated determine or inquire as a single class of securities to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Definitive Note or Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, to examine the same to determine substantial compliance as to form with the express requirements hereof and to examine the register to determine the owner of such Note. None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, a Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest in a Global Note or with respect to the delivery to any Participant, beneficial owner or other Person (other than the Depositary or its nominee) of any notice (including any notice of redemption) or the payment of any amount (other than the Depositary or its nominee), under or with respect to such Global Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the Holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee and the Agents shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, Participants and any beneficial owners. The Trustee and the Agents shall be entitled to deal with the Depositary, and any nominee thereof, that is the Holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Participant or between or among the Depositary, any such Participant and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.

Exchange Offer. Upon the occurrence of an the Exchange -------------- Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2 and an Opinion of Counsel for the Company as to certain matters discussed in this Section 2.6(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Notes Global Securities in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Notes Global Securities tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Securities and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer or, if permitted by and (B) the Company, principal amount of Definitive Securities exchanged or transferred for beneficial interests in Unrestricted Global Securities in connection with the Exchange Offer pursuant to Section 2.6(d)(ii) and (ii) one or more Unrestricted Global Subordinated Notes Definitive Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and Definitive Securities accepted for exchange in such the Exchange OfferOffer (other than Definitive Securities described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes Securities to be reduced accordingly, and the Company will shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.2, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes Securities so accepted Unrestricted Definitive Subordinated Notes Securities in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.Company referenced above shall state that:

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal or through an Agent’s Message through the DTC Automated Tender Offer Program that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes of a series that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes of that series issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the a Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.02 and, if requested by the Holders of at least a majority in principal amount of the outstanding Series A Securities entitled to the benefits of the applicable Registration Rights Agreement, an Opinion of Counsel for the Company as to certain matters discussed in this Section 2.06(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Notes Global Securities in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Notes Global Securities tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes Series B Securities and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the applicable Exchange Offer orand (B) the principal amount of Definitive Securities exchanged or transferred for beneficial interests in Unrestricted Global Securities in connection with the applicable Exchange Offer pursuant to Section 2.06(d)(ii), if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Notes Definitive Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and Definitive Securities accepted for exchange in such the applicable Exchange OfferOffer (other than Definitive Securities described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated NotesSecurities, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes Securities to be reduced accordingly, and the Company will shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.02, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes Securities so accepted Unrestricted Definitive Subordinated Notes Securities in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, Company referenced above shall be addressed to the Trustee and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.shall state that:

Exchange Offer. Upon Consideration; Settlement For each $1,000 principal amount of Existing Secured Notes validly tendered (and not withdrawn), an exchanging Eligible Secured Note Holder (an “Exchanging Secured Noteholder”) shall receive $1,000 principal amount of New Secured Notes. New Secured Notes will bear interest from (and including) the occurrence last interest payment date on which interest was paid on the Existing Secured Notes. Accrued and unpaid interest will not be paid on Existing Secured notes that are accepted for exchange. Interest on the Existing Secured Notes accepted for exchange will cease to accrue upon the issuance of an the New Secured Notes. To the extent that the conditions precedent to the Secured Note Exchange Offer in accordance with have been satisfied at the Registration Rights AgreementEarly Consent Deadline, the Company will issue andshall effectuate early settlement of the Secured Note Exchange Offer with respect to all Existing Secured Notes tendered prior to the Early Consent Deadline, upon receipt which settlement shall occur promptly after the Early Consent Deadline. To the extent settlement with respect to Existing Secured Notes tendered in the Secured Note Exchange Offer has not occurred as of the expiration date of the Secured Note Exchange Offer, such settlement shall occur promptly after such expiration date. Each settlement date described in this paragraph is referred to as a Company Order in accordance “Secured Exchange Settlement Date.” Consent Solicitation In connection with Section 2.05 hereofthe Secured Note Exchange Offer, the Trustee will authenticate Company shall concurrently commence a solicitation of consents (the “Consent Solicitation”) to the “Proposed Amendments” specified in the Offer to Exchange, including, without limitation, (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount elimination of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify certain restrictive covenants in the applicable Letters of Transmittal that Indenture governing the Existing Secured Notes (xthe “Existing Secured Note Indenture”) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated the release of all liens on the collateral securing the Existing Secured Notes and related guarantees and obligations. Eligible Secured Note Holders who tender their Existing Secured Notes in an aggregate principal amount the Secured Note Exchange Offer shall be deemed to have consented to the Proposed Amendments. Eligible Secured Note Holders who tender their Existing Secured Notes prior to the Early Consent Deadline shall be entitled to receive a consent fee equal to the principal amount 2.00% of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of Existing Secured Notes so tendered, which shall be payable 50% in cash and 50%, in the applicable Restricted Global Subordinated Company’s sole direction, either in cash or in the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), rounded down to the nearest whole share, which Company Common Stock shall be valued at the VWAP of such Company Common Stock for the 20 trading days prior to the first public announcement of the Secured Note Exchange Offer (the “Exchange Offer Announcement Date”). Holders of Existing Secured Notes who are not Eligible Secured Note Holders who give their consents to the Proposed Amendments prior to the Early Consent Deadline shall be reduced accordinglyentitled to receive a consent fee equal to 2.00% of the aggregate principal amount of Existing Secured Notes for which a consent has been given, payable in cash. A supplemental indenture to the Existing Secured Note Indenture shall be executed by the Trustee, the Company and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding other parties thereto promptly after the consummation requisite consents for the Proposed Amendments under the Existing Secured Indenture are received, but the Proposed Amendments shall not be operative until a Secured Exchange Settlement Date has occurred. All payments of such consent fees shall be made at the first Secured Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this IndentureSettlement Date after the Early Consent Deadline.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuers shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2 and an Opinion of Counsel delivered to the Trustee as to the matters set forth in paragraphs (1) and (2) below of this Section 2.6(f) and such other matters customarily covered in connection with an exchange offer as the Trustee may reasonably request, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Global Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(b)(4) and (B) the principal amount of Restricted Definitive Subordinated Notes tendered exchanged or transferred for beneficial interests in such Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(2), in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuers, and accepted for exchange in such the Exchange Offer orOffer, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests Restricted Definitive Notes exchanged or transferred for Unrestricted Definitive Notes in connection with the Exchange Offer pursuant to Section 2.6(e)(2) and (B) Restricted Global Subordinated Notes tendered exchanged or transferred for Unrestricted Definitive Notes in such connection with the Exchange Offer pursuant to Section 2.6(c)(2), in each case tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuers, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cancel any Definitive Notes so surrendered and shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuers shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.2, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated The Opinion of Counsel for the Issuers referenced above shall state that the issuance and sale of the Exchange Notes that remain outstanding after by the consummation Issuers has been duly authorized and, when executed by the Issuers and authenticated by the Trustee in accordance with the provisions of such this Indenture and delivered in exchange for Series A Notes in accordance with this Indenture and the Exchange Offer, and the Exchange Notes issued shall be entitled to the benefits of this Indenture and shall be valid and binding obligations of the Issuers, enforceable against the Issuers in connection accordance with such Exchange Offertheir terms, will be treated as a single class of securities under this Indenturesubject to customary qualifications including exceptions for bankruptcy, fraudulent transfer and equitable principles.

Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the aggregate principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any All Subordinated Notes, including any Initial Notes that remain outstanding after the consummation of such Exchange Offer, Offer and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon Each of Purchaser and Company shall use its reasonable best efforts to consummate the occurrence of an Exchange Offers in a manner that satisfies the Exchange Offer in accordance with Condition as soon as practicable following the Registration Rights date of this Agreement, and Purchaser shall not prevent Target from complying with its obligations under the Company will issue and, upon receipt of a Company Order in accordance Combination Agreement with Section 2.05 hereof, the Trustee will authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal respect to the principal amount Exchange Offers. Without limiting the generality of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealersforegoing, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the CompanyPurchaser shall, and accepted for exchange in such Exchange Offer orshall cause its Subsidiaries and its and their respective officers and employees to, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Companyprovide, and accepted for exchange in such Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notesshall use reasonable best efforts to cause its Representatives (including legal and accounting advisors) to provide, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with the Exchange Offers, all reasonable cooperation requested by Company, including provision to the Company of information regarding Purchaser reasonably requested by Company. Company shall direct and control all communications and discussions regarding the Exchange Offers, including those with holders of Intelsat Notes, which shall be consistent with satisfying the Exchange Offer Condition. Purchaser shall not, and shall cause the its Subsidiaries and its and their respective Representatives not to, make any communications or have any discussions relating to the Transactions, the Exchange Offers or Company with the holders of Intelsat Notes without the prior written consent of Company; provided that (A) no written communications to be publicly disseminated or delivered to holders of Intelsat Notes generally by Company or any Company Subsidiary (the “Written Noteholder Communications”), including any other Exchange Offer Document, shall be so publicly disseminated or delivered without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, (B) Company shall keep Purchaser reasonably apprised as to meetings and discussions with holders of Intelsat Notes, and a representative of PJT Partners LP shall, to the extent reasonably practicable, be permitted to observe or listen to any such discussions without actively participating (except as set forth on the following clause (C)), and (C) partners and employees of PJT Partners LP reasonably agreed to by Company shall be permitted to communicate Purchaser’s objectives at such meetings or discussions (for the avoidance of doubt, only such meetings and discussions where Company or its Representatives are also present), provided that such communications shall be consistent with satisfying the Exchange Offer, will be treated as a single class of securities under this IndentureOffer Condition.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters letters of Transmittal transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, (y) they are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (z) they are acquiring the Exchange Notes in their ordinary course of business and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in such the Exchange OfferOffer by Persons that certify in the applicable letters of transmittal that (x) they are not Affiliates of the Company, (y) they are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (z) they are acquiring the Exchange Notes in their ordinary course of business. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and shall deliver to the Persons designated by the Holders of Restricted Global Notes or Restricted Definitive Subordinated Notes so accepted the Unrestricted Global Notes or Unrestricted Definitive Subordinated Notes issued and authenticated in accordance with the preceding sentence in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will Issuer shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 2.02 hereof, the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Exchanging Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer or, if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Exchanging Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the CompanyIssuer, and accepted for exchange in such the Exchange Offer. Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will Registrar shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will Issuer shall execute and the Trustee will shall authenticate and deliver mail to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable principal amount. Any Subordinated Notes that remain outstanding after the consummation of such the Exchange Offer, and Exchange Notes issued in connection with such the Exchange Offer, will shall be treated as a single class of securities under this Indenture.

Exchange Offer. Upon the occurrence of an the Exchange Offer in -------------- accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company an Authentication Order in accordance with Section 2.05 hereof2.2 and an Opinion of Counsel for the Company as to certain matters discussed in this Section 2.6(f), the Trustee will shall authenticate (i) one or more Unrestricted Definitive Subordinated Global Notes in an aggregate principal amount equal to the sum of (A) the principal amount of the beneficial interests in the Restricted Definitive Subordinated Global Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Series B Notes and (z) they are not Affiliates affiliates (as defined in Rule 144) of the Company, and accepted for exchange in such the Exchange Offer orand (B) the principal amount of Definitive Notes exchanged or transferred for beneficial interests in Unrestricted Global Notes in connection with the Exchange Offer pursuant to Section 2.6(d)(ii), if permitted by the Company, and (ii) one or more Unrestricted Global Subordinated Definitive Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Definitive Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such the Exchange OfferOffer (other than Definitive Notes described in clause (i)(B) immediately above). Concurrently with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated Notes, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes to be reduced accordingly, and the Company will shall execute and and, upon receipt of an Authentication Order pursuant to Section 2.2, the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes so accepted Unrestricted Definitive Subordinated Notes in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after The Opinion of Counsel for the consummation of such Exchange Offer, and Exchange Notes issued in connection with such Exchange Offer, will be treated as a single class of securities under this Indenture.Company referenced above shall state that:

Exchange Offer. Upon the occurrence of an the Exchange Offer in accordance with the Registration Rights Agreement, the Company will shall issue and, upon receipt of a Company Order an authentication order in accordance with Section 2.05 hereof2.2 and an Officers' Certificate, the Trustee will shall authenticate (i) Unrestricted Definitive Subordinated Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Subordinated Notes tendered in such Exchange Offer for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Participating Broker-Dealers, (y) they are not participating in a distribution of the applicable Exchange Notes and (z) they are not Affiliates of the Company, and accepted for exchange in such Exchange Offer or, if permitted by the Company, (ii) one or more Unrestricted Global Subordinated Notes Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Subordinated Notes Securities tendered in such Exchange Offer for acceptance by Persons persons that certify in the applicable Letters of Transmittal that are not (x) they are not Participating Brokerbroker-Dealersdealers, (y) they are not Persons participating in a the distribution of the applicable Exchange Notes and Securities or (z) they Persons who are not Affiliates affiliates (as defined in Rule 144) of the Company, Company and accepted for exchange in such the Exchange Offer and (ii) Definitive Securities in an aggregate principal amount equal to the principal amount of the Restricted Definitive Securities tendered for acceptance by persons that are not (x) broker-dealers, (y) persons participating in the distribution of the Exchange Securities or (z) Persons who are affiliates (as defined in Rule 144) of the Company and accepted for exchange in the Exchange Offer. Concurrently Concurrent with the issuance of such Unrestricted Global Subordinated Notes upon exchange of Restricted Global Subordinated NotesSecurities, the Trustee will shall cause the aggregate principal amount of the applicable Restricted Global Subordinated Notes Securities to be reduced accordingly, and the Company will shall execute and the Trustee will shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Subordinated Notes Securities so accepted Unrestricted Definitive Subordinated Notes Securities in the applicable appropriate principal amount. Any Subordinated Notes that remain outstanding after Concurrent with the consummation issuance of such the Exchange Securities in the Exchange Offer, the Company shall deliver an Opinion of Counsel to the Trustee to the effect that the Exchange Securities have been duly authorized and, when executed and Exchange Notes issued authenticated in connection accordance with such the provisions of this Indenture and delivered in exchange for Initial Securities in accordance with this Indenture and the Exchange Offer, will be treated entitled to the benefits of this Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their terms except as a single class (x) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (y) rights of securities under this Indentureacceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.